SHALL NOT INCLUDE CAPITAL STOCK AND EQUITY INTERESTS, OR
PORTION THEREOF, OF PERSONS ORGANIZED OUTSIDE THE UNITED STATES WHICH WOULD
OTHERWISE BE REQUIRED TO BE PLEDGED TO THE COLLATERAL AGENT PURSUANT TO THE
TERMS HEREOF ("FOREIGN EQUITY INTERESTS") BUT WHICH ARE PLEDGED PURSUANT TO
COLLATERAL DOCUMENTS ("FOREIGN PLEDGE DOCUMENTS") GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN ANY STATE OR FEDERAL LAWS OF THE UNITED STATES OF
AMERICA.
1.2
DELIVERY OF PLEDGED STOCK AND PLEDGED INTERCOMPANY NOTES.
THE
PLEDGED INTERCOMPANY NOTES LISTED ON SCHEDULE B AND THE CERTIFICATES
REPRESENTING THE PLEDGED STOCK LISTED ON SCHEDULE C (OTHER THAN THE SHARES OF
CAPITAL STOCK OF FOREIGN ENTITIES WHICH ARE NOT CERTIFICATED) SHALL BE DELIVERED
TO THE COLLATERAL AGENT CONTEMPORANEOUSLY HEREWITH TOGETHER WITH APPROPRIATE
UNDATED NOTE POWERS AND STOCK POWERS DULY EXECUTED IN BLANK.
NEITHER THE
COLLATERAL AGENT NOR ANY SECURED PARTY SHALL BE OBLIGATED TO PRESERVE OR PROTECT
ANY RIGHTS WITH RESPECT TO THE PLEDGED INTERCOMPANY NOTES OR THE PLEDGED STOCK
OR TO RECEIVE OR GIVE ANY NOTICE WITH RESPECT THERETO WHETHER OR NOT THE
COLLATERAL AGENT OR ANY SECURED PARTY IS DEEMED TO HAVE KNOWLEDGE OF SUCH
MATTERS.
THE COLLATERAL AGENT AGREES TO HOLD SUCH PLEDGED STOCK, THE PLEDGED
INTERCOMPANY NOTES AND ANY OTHER COLLATERAL IN ITS POSSESSION FOR THE BENEFIT OF
THE SECURED PARTIES.
1.3
CONTINUED PERFORMANCE BY ASSIGNOR.
THE ASSIGNMENTS AND SECURITY
INTERESTS UNDER THIS AGREEMENT GRANTED TO THE COLLATERAL AGENT SHALL NOT RELIEVE
ANY ASSIGNOR FROM THE PERFORMANCE OF ANY TERM, COVENANT, CONDITION OR AGREEMENT
ON SUCH ASSIGNOR'S PART TO BE PERFORMED OR OBSERVED UNDER OR IN RESPECT OF ANY
OF THE COLLATERAL PLEDGED BY IT HEREUNDER OR FROM ANY LIABILITY TO ANY PERSON
UNDER OR IN RESPECT OF ANY OF SUCH COLLATERAL OR IMPOSE ANY OBLIGATION ON THE
COLLATERAL AGENT TO PERFORM OR OBSERVE ANY SUCH TERM, COVENANT, CONDITION OR
AGREEMENT ON SUCH ASSIGNOR'S PART TO BE SO PERFORMED OR OBSERVED OR IMPOSE ANY
LIABILITY ON THE COLLATERAL AGENT FOR ANY ACT OR OMISSION ON THE PART OF SUCH
ASSIGNOR RELATIVE THERETO OR FOR ANY BREACH OF ANY REPRESENTATION OR WARRANTY ON
THE PART OF SUCH ASSIGNOR CONTAINED IN THIS
4
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR IN RESPECT OF THE COLLATERAL PLEDGED BY
IT HEREUNDER OR MADE IN CONNECTION HEREWITH OR THEREWITH.
1.4
POWER OF ATTORNEY.
BY WAY OF SECURING ITS OBLIGATIONS HEREUNDER,
EACH ASSIGNOR HEREBY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT ITS TRUE AND
LAWFUL ATTORNEY, IRREVOCABLY, WITH FULL POWER AFTER THE OCCURRENCE OF AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT (IN THE NAME OF SUCH ASSIGNOR OR
OTHERWISE), IN THE COLLATERAL AGENT'S DISCRETION, TO TAKE ANY ACTION AND TO
EXECUTE ANY INSTRUMENT WHICH THE COLLATERAL AGENT MAY REASONABLY DEEM NECESSARY
OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, WHICH APPOINTMENT AS
ATTORNEY IS COUPLED WITH AN INTEREST.
1.5
INTERCREDITOR AGREEMENT.
EACH OF THE SECURED PARTIES AGREES THAT
ALL THE RIGHTS HEREUNDER ARE SUBJECT TO THE TERMS OF THE INTERCREDITOR
AGREEMENT, A COPY OF WHICH IS ATTACHED AS