TO A HEDGING TRANSACTION
INCURRED TO LIMIT INTEREST RATE OR FEE FLUCTUATION WITH RESPECT TO THE LOANS AND
LETTERS OF CREDIT IF AT THE DATE OF ENTERING INTO SUCH HEDGING TRANSACTION SUCH
PERSON WAS A LENDER OR AN AFFILIATE OF A LENDER AND SUCH PERSON EXECUTES AND
DELIVERS TO THE ADMINISTRATIVE AGENT A LETTER AGREEMENT IN FORM AND SUBSTANCE
ACCEPTABLE TO THE ADMINISTRATIVE AGENT PURSUANT TO WHICH SUCH PERSON (I)
APPOINTS THE ADMINISTRATIVE AGENT AS ITS AGENT UNDER THE APPLICABLE LOAN
DOCUMENTS AND (II) AGREES TO BE BOUND BY THE PROVISIONS OF ARTICLE IX AND X OF
THE AMENDED AND RESTATED CREDIT AGREEMENT (EACH SUCH PERSON A "SPECIFIED HEDGE
PROVIDER", THE ADMINISTRATIVE AGENT, THE LENDERS AND THE SPECIFIED HEDGE
PROVIDERS, COLLECTIVELY, REFERRED TO HEREIN AS THE "SECURED PARTIES" AND EACH A
"SECURED PARTY") AND GRANTS TO THE ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE
BENEFIT OF THE SECURED PARTIES, A FIRST PRIORITY SECURITY INTEREST IN ALL OF
SUCH PLEDGOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE FOLLOWING
PROPERTY, WHETHER NOW OWNED BY OR OWING TO, OR HEREAFTER ACQUIRED BY OR ARISING
IN FAVOR OF SUCH PLEDGOR (COLLECTIVELY, THE "PLEDGED COLLATERAL"):
(A)
THE PLEDGED SHARES AND THE CERTIFICATES REPRESENTING THE PLEDGED
SHARES, AND, EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 8 HEREOF, ALL
DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY OR PROCEEDS FROM TIME TO TIME
RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE FOR
ANY OR ALL OF THE PLEDGED SHARES;
(B)
ANY STOCK OR OTHER SECURITIES ACQUIRED BY ANY PLEDGOR OR SUCH
PLEDGOR'S DESIGNEES WITH RESPECT TO, INCIDENT TO OR IN LIEU OF THE PLEDGED
SHARES OR WITH RESPECT TO, INCIDENT TO OR IN LIEU OF THE PLEDGED COLLATERAL (X)
DUE TO ANY DIVIDEND, STOCK-SPLIT, STOCK DIVIDEND OR DISTRIBUTION ON DISSOLUTION,
OR PARTIAL OR TOTAL LIQUIDATION, OR FOR ANY OTHER REASON, (Y) IN CONNECTION WITH
A REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN-SURPLUS OR (Z) IN CONNECTION
WITH ANY SPIN-OFF, SPLIT-OFF, RECLASSIFICATION, READJUSTMENT, MERGER,
CONSOLIDATION, SALE OF ASSETS, COMBINATION OF SHARES OR ANY OTHER PLAN OF
DISTRIBUTION AFFECTING OF THE THOSE COMPANIES LISTED ON SCHEDULE I;
(C)
ANY SUBSCRIPTION OR OTHER RIGHTS OR OPTIONS ISSUED IN CONNECTION
WITH THE PLEDGED SHARES, AND, IF EXERCISED BY ANY PLEDGOR, ALL NEW SHARES OR
OTHER SECURITIES SO ACQUIRED BY SUCH PLEDGOR, WHICH SHALL PROMPTLY BE ASSIGNED
AND DELIVERED TO THE ADMINISTRATIVE AGENT AND HELD UNDER THE TERMS OF THIS
PLEDGE AGREEMENT IN THE SAME MANNER AS THE PLEDGED SHARES ORIGINALLY PLEDGED
HEREUNDER;
(D)
ANY AND ALL PROCEEDS, MONIES, INCOME AND BENEFITS ARISING FROM OR
BY VIRTUE OF, AND ALL DIVIDENDS AND DISTRIBUTIONS (CASH OR OTHERWISE) PAYABLE OR
DISTRIBUTABLE WITH RESPECT TO, ALL OR ANY OF THE PLEDGED SHARES OR OTHER
SECURITIES AND RIGHTS AND INTERESTS DESCRIBED IN THIS SECTION 2, EXCEPT AS
EXPRESSLY PROVIDED FOR IN SECTION 8 HEREOF;
2
(E)
THE PLEDGED MEMBERSHIP INTERESTS, IF ANY, AND ANY CERTIFICATES AT
ANY TIME REPRESENTING THE PLEDGED MEMBERSHIP INTERESTS, IT BEING UNDERSTOOD THAT
THE PLEDGED MEMBERSHIP INTERESTS ARE,