classes of capital stock of any Foreign
Corporation entitled to vote.
3.
PLEDGE OF SECURITIES, ETC.
3.1
PLEDGE. TO SECURE THE OBLIGATIONS NOW OR HEREAFTER OWED OR TO BE
PERFORMED BY EACH PLEDGOR, EACH PLEDGOR DOES HEREBY CREATE, GRANT, PLEDGE AND
ASSIGN TO THE PLEDGEE FOR THE BENEFIT OF THE SECURED CREDITORS (EXCEPT AS
OTHERWISE PROVIDED IN CLAUSES (X) AND (Z) OF THE LAST PARAGRAPH OF THIS SECTION
3.1), AND DOES HEREBY CREATE (AND, TO THE EXTENT THE FOLLOWING CONSTITUTES
"COLLATERAL" UNDER, AND AS DEFINED IN, THE ORIGINAL US PLEDGE AGREEMENT, DOES
HEREBY RECONFIRM (WITHOUT INTERRUPTION) ITS CREATION, GRANT, PLEDGE AND
ASSIGNMENT TO THE PLEDGEE UNDER THE ORIGINAL US PLEDGE AGREEMENT OF) A
CONTINUING SECURITY INTEREST (SUBJECT TO PERMITTED LIENS) IN, ALL OF THE RIGHT,
TITLE AND INTEREST IN AND TO THE FOLLOWING, WHETHER NOW EXISTING OR HEREAFTER
FROM TIME TO TIME ACQUIRED (COLLECTIVELY, THE "COLLATERAL") (IT BEING UNDERSTOOD
AND AGREED THAT THE SECURITY INTEREST GRANTED HEREIN (X) FOR THE BENEFIT OF THE
FIRST LIEN CREDITORS SHALL BE SENIOR IN PRIORITY IN ALL RESPECTS TO THE SECURITY
INTEREST GRANTED HEREIN FOR THE BENEFIT OF THE SECOND LIEN CREDITORS AND (Y) FOR
THE BENEFIT OF THE SECOND LIEN CREDITORS SHALL BE SUBJECT AND SUBORDINATED IN
ALL RESPECTS TO THE SECURITY INTEREST GRANTED HEREIN FOR THE BENEFIT OF THE
FIRST LIEN CREDITORS):
(A)
EACH OF THE COLLATERAL ACCOUNTS (TO THE EXTENT A SECURITY INTEREST
THEREIN IS NOT CREATED PURSUANT TO THE SECURITY AGREEMENT), INCLUDING ANY AND
ALL ASSETS OF WHATEVER TYPE OR KIND DEPOSITED BY SUCH PLEDGOR IN SUCH COLLATERAL
ACCOUNT, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, EXISTING OR ARISING,
INCLUDING, WITHOUT LIMITATION, ALL FINANCIAL ASSETS, INVESTMENT PROPERTY,
MONEYS, CHECKS, DRAFTS, INSTRUMENTS, SECURITIES OR INTERESTS THEREIN OF ANY TYPE
OR NATURE DEPOSITED OR REQUIRED BY THE BANK CREDIT AGREEMENT OR ANY OTHER
SECURED DEBT AGREEMENT TO BE DEPOSITED IN SUCH COLLATERAL ACCOUNT, AND ALL
INVESTMENTS AND ALL CERTIFICATES AND OTHER INSTRUMENTS (INCLUDING DEPOSITORY
RECEIPTS, IF ANY) FROM TIME TO TIME REPRESENTING OR EVIDENCING THE SAME, AND ALL
DIVIDENDS, INTEREST, DISTRIBUTIONS, CASH AND OTHER PROPERTY FROM TIME TO TIME
RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN EXCHANGE FOR
ANY OR ALL OF THE FOREGOING;
(B)
ALL SECURITIES OWNED BY SUCH PLEDGOR FROM TIME TO TIME AND ALL
OPTIONS AND WARRANTS OWNED BY SUCH PLEDGOR FROM TIME TO TIME TO PURCHASE
SECURITIES;
(C)
ALL LIMITED LIABILITY COMPANY INTERESTS OF SUCH PLEDGOR FROM TIME
TO TIME AND ALL OF ITS RIGHT, TITLE AND INTEREST IN EACH LIMITED LIABILITY
COMPANY TO WHICH EACH SUCH INTEREST RELATES, WHETHER NOW EXISTING OR HEREAFTER
ACQUIRED, INCLUDING, WITHOUT LIMITATION:
(A)
all its capital therein and its interest in all profits, losses,
Limited Liability Company Assets and other distributions to which such Pledgor
shall at any time be entitled in respect of such Limited Liability Company
Interests;
12
(B)
all other payments due or to become due to such Pledgor in respect
of Limited Liability Company Interests, whether under any limited liability
company agreement or otherwise, whether