of the Secured Parties; and
WHEREAS, (a) Holdings is the legal and beneficial owner of all the issued and
outstanding shares of capital stock of the Borrower, (b) the Borrower and the
Subsidiary Pledgors are the legal and beneficial owners of the Equity Interests
described under Schedule 2 hereto and issued by the entities named therein (the
pledged Equity Interests described under (a) and (b) are, together with any
Equity Interests obtained in the future of the issuer of such Pledged Shares
(the "After-acquired Shares"), referred to collectively herein as the "Pledged
Shares") and (c) each of the Pledgors is the legal and beneficial owner of the
Indebtedness (together with any other Indebtedness owed to each of the Pledgors
hereafter and required to be pledged hereunder pursuant to Section 6(b) hereof,
the "Pledged Debt") described under Schedule 2 hereto;
NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and
to induce the Lenders and the Letter of Credit Issuers to make their respective
Extensions of Credit to the Borrower under the Credit Agreement and to induce
one or more Lenders or affiliates of Lenders to enter into Hedge Agreements with
the Borrower, the Pledgors hereby agree with the Administrative Agent, for the
benefit of the Secured Parties, as follows:
1.
DEFINED TERMS.
(A)
UNLESS OTHERWISE
DEFINED HEREIN, TERMS DEFINED IN THE CREDIT AGREEMENT AND USED HEREIN SHALL HAVE
THE MEANINGS GIVEN TO THEM IN THE CREDIT AGREEMENT AND ALL TERMS DEFINED IN THE
UNIFORM COMMERCIAL CODE FROM TIME TO TIME IN EFFECT IN THE STATE OF NEW YORK
(THE "NY UCC") AND NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SPECIFIED THEREIN;
THE TERM "INSTRUMENT" SHALL HAVE THE MEANING SPECIFIED IN ARTICLE 9 OF THE NY
UCC.
(B)
AS USED HEREIN, THE TERM "EQUITY INTERESTS"
MEANS SHARES OF CAPITAL STOCK, PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS IN A
LIMITED LIABILITY COMPANY, BENEFICIAL INTERESTS IN A TRUST OR OTHER EQUITY
OWNERSHIP INTERESTS IN A PERSON OF WHATEVER NATURE, AND ANY WARRANTS, OPTIONS OR
OTHER RIGHTS ENTITLING THE HOLDER THEREOF TO PURCHASE OR ACQUIRE ANY OF THE
FOREGOING.
(C)
AS USED HEREIN, THE TERM "OBLIGATIONS"
MEANS THE COLLECTIVE REFERENCE TO (I) THE DUE AND PUNCTUAL PAYMENT OF (X) THE
PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST AT THE APPLICABLE RATE PROVIDED
IN THE CREDIT AGREEMENT (INCLUDING INTEREST ACCRUING DURING THE PENDENCY OF ANY
BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR OTHER SIMILAR PROCEEDING, REGARDLESS OF
WHETHER ALLOWED OR ALLOWABLE IN SUCH PROCEEDING) ON THE LOANS, WHEN AND AS DUE,
WHETHER AT MATURITY, BY ACCELERATION, UPON ONE OR MORE DATES SET FOR PREPAYMENT
OR OTHERWISE, (Y) EACH PAYMENT REQUIRED TO BE MADE BY THE BORROWER UNDER THE
CREDIT AGREEMENT IN RESPECT OF ANY LETTER OF CREDIT, WHEN AND AS DUE, INCLUDING
PAYMENTS IN RESPECT OF REIMBURSEMENT OF DISBURSEMENTS, INTEREST THEREON AND
OBLIGATIONS TO PROVIDE CASH COLLATERAL, AND (Z) ALL OTHER MONETARY OBLIGATIONS,
2