STOCK IS OR WILL BE
SUBJECT TO ANY CONTRACTUAL RESTRICTION, PREEMPTIVE AND SIMILAR RIGHTS, OR ANY
RESTRICTION UNDER THE CHARTER OR BY-LAWS OF THE RESPECTIVE ISSUERS OF SUCH
PLEDGED STOCK, UPON THE TRANSFER OF SUCH PLEDGED STOCK (EXCEPT FOR ANY SUCH
RESTRICTION CONTAINED HEREIN;
C.
THE PLEDGED STOCK DIRECTLY OR
INDIRECTLY OWNED BY THE COMPANY IN THE ENTITIES IDENTIFIED IN ANNEX 1 HERETO
CONSTITUTES ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF ANY
CLASS OF SUCH ISSUERS BENEFICIALLY OWNED BY THE COMPANY ON THE DATE HEREOF
(WHETHER OR NOT REGISTERED IN THE NAME OF THE COMPANY), AND SAID ANNEX 1
CORRECTLY IDENTIFIES, AS AT THE DATE HEREOF, THE RESPECTIVE ISSUERS OF SUCH
PLEDGED STOCK;
D.
THE COMPANY OWNS AND POSSESSES THE RIGHT
TO USE, AND HAS DONE NOTHING TO AUTHORIZE OR ENABLE ANY OTHER PERSON TO USE, ALL
OF ITS COPYRIGHTS, PATENTS AND TRADEMARKS, AND ALL REGISTRATIONS OF ITS MATERIAL
COPYRIGHTS, PATENTS AND TRADEMARKS ARE VALID AND IN FULL FORCE AND EFFECT.
EXCEPT AS MAY BE SET FORTH IN SAID ANNEX 3 AND EXCEPT FOR PERMITTED LIENS, THE
COMPANY OWNS AND POSSESSES THE RIGHT TO USE ALL MATERIAL COPYRIGHTS, PATENTS AND
TRADEMARKS, NECESSARY FOR THE OPERATION OF THE BUSINESS;
E.
TO THE COMPANY'S KNOWLEDGE, (I) EXCEPT
AS SET FORTH IN ANNEX 3 HERETO, THERE IS NO VIOLATION BY OTHERS OF ANY RIGHT OF
THE COMPANY WITH RESPECT TO ANY MATERIAL COPYRIGHTS, PATENTS OR TRADEMARKS,
RESPECTIVELY, AND (II) THE COMPANY IS NOT, IN CONNECTION WITH THE BUSINESS,
INFRINGING IN ANY RESPECT UPON ANY COPYRIGHTS, PATENTS OR TRADEMARKS OF ANY
OTHER PERSON; AND NO PROCEEDINGS HAVE BEEN INSTITUTED OR ARE PENDING AGAINST THE
COMPANY OR, TO THE COMPANY'S KNOWLEDGE, THREATENED, AND NO CLAIM AGAINST THE
COMPANY HAS BEEN RECEIVED BY THE COMPANY, ALLEGING ANY SUCH VIOLATION, EXCEPT AS
MAY BE SET FORTH IN SAID ANNEX 3, AND EXCEPT, IN EACH CASE FOR
MATTERS WHICH SINGLY OR IN THE AGGREGATE COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; AND
F.
THE COMPANY DOES NOT OWN ANY MATERIAL
TRADEMARKS REGISTERED IN THE UNITED STATES OF AMERICA TO WHICH THE LAST SENTENCE
OF THE DEFINITION OF TRADEMARK COLLATERAL APPLIES.
SECTION 3.
COLLATERAL.
AS COLLATERAL SECURITY FOR THE PROMPT
PAYMENT IN FULL WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE) OF THE SECURED OBLIGATIONS, THE COMPANY HEREBY PLEDGES, GRANTS,
ASSIGNS, HYPOTHECATES AND TRANSFERS TO THE AGENT, ON BEHALF OF THE PURCHASERS AS
HEREINAFTER PROVIDED, A SECURITY INTEREST IN AND LIEN UPON ALL OF THE COMPANY'S
RIGHT, TITLE AND INTEREST IN, TO AND UNDER ALL PERSONAL PROPERTY AND OTHER
ASSETS OF THE COMPANY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED BY OR ARISING IN
FAVOR OF THE COMPANY, WHETHER NOW EXISTING OR HEREAFTER COMING INTO EXISTENCE,
AND REGARDLESS OF WHERE LOCATED, EXCEPT FOR THE EXCLUDED COLLATERAL (ALL BEING
COLLECTIVELY REFERRED TO HEREIN AS "COLLATERAL"), INCLUDING:
A.
THE COMPANY'S DIRECT OR INDIRECT
OWNERSHIP INTEREST IN THE RESPECTIVE SHARES OF CAPITAL STOCK OF THE ISSUERS AND
ALL OTHER SHARES OF CAPITAL