IN
EXCHANGE FOR ANY OR ALL OF SUCH STOCK.
3.
SECURITY FOR OBLIGATIONS.
THIS AGREEMENT SECURES, AND THE
PLEDGED COLLATERAL IS SECURITY FOR, THE PROMPT PAYMENT IN FULL WHEN DUE, WHETHER
AT STATED MATURITY, BY ACCELERATION OR OTHERWISE, AND PERFORMANCE OF ALL
OBLIGATIONS OF ANY KIND UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND ALL OBLIGATIONS OF PLEDGOR NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL REASONABLE FEES, COSTS
AND DOCUMENTED OUT-OF-POCKET EXPENSES WHETHER IN CONNECTION WITH COLLECTION
ACTIONS HEREUNDER OR OTHERWISE (COLLECTIVELY, THE "SECURED OBLIGATIONS").
4.
DELIVERY OF PLEDGED COLLATERAL.
ALL CERTIFICATES EVIDENCING THE
PLEDGED COLLATERAL SHALL BE DELIVERED TO AND HELD BY OR ON BEHALF OF AGENT, FOR
ITSELF AND THE BENEFIT OF LENDERS, PURSUANT HERETO.
ALL PLEDGED SHARES SHALL BE
ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO AGENT AND PLEDGOR.
5.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS
TO AGENT THAT:
(A)
PLEDGOR IS THE SOLE HOLDER OF RECORD AND THE SOLE BENEFICIAL OWNER
OF SUCH PLEDGED COLLATERAL PLEDGED BY PLEDGOR FREE AND CLEAR OF ANY LIEN THEREON
OR AFFECTING THE TITLE THERETO, EXCEPT FOR ANY LIEN CREATED BY THIS AGREEMENT;
(B)
ALL OF THE PLEDGED SHARES HAVE BEEN DULY AUTHORIZED, VALIDLY
ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE;
(C)
PLEDGOR HAS THE RIGHT AND REQUISITE AUTHORITY TO PLEDGE, ASSIGN,
TRANSFER, DELIVER, DEPOSIT AND SET OVER THE PLEDGED COLLATERAL PLEDGED BY
PLEDGOR TO AGENT AS PROVIDED HEREIN;
(D)
NONE OF THE PLEDGED SHARES HAS BEEN ISSUED OR TRANSFERRED IN
VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES DISCLOSURE OR SIMILAR LAWS
OF ANY JURISDICTION TO WHICH SUCH ISSUANCE OR TRANSFER MAY BE SUBJECT;
2
(E)
ALL OF THE PLEDGED SHARES ARE PRESENTLY OWNED BY PLEDGOR, AND ARE
PRESENTLY REPRESENTED BY THE CERTIFICATES LISTED ON SCHEDULE I HERETO.
AS OF
THE DATE HEREOF, THERE ARE NO EXISTING OPTIONS, WARRANTS, CALLS OR COMMITMENTS
OF ANY CHARACTER WHATSOEVER RELATING TO THE PLEDGED SHARES;
(F)
NO MATERIAL CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OR
OTHER ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
ANY OTHER PERSON IS REQUIRED (I) FOR THE PLEDGE BY PLEDGOR OF THE PLEDGED
COLLATERAL PURSUANT TO THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT BY PLEDGOR, OR (II) FOR THE EXERCISE BY AGENT OF
THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN
RESPECT OF THE PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT AS MAY BE
REQUIRED IN CONNECTION WITH SUCH DISPOSITION BY LAWS AFFECTING THE OFFERING AND
SALE OF SECURITIES GENERALLY;
(G)
THE PLEDGE, ASSIGNMENT AND DELIVERY OF THE PLEDGED COLLATERAL
(TOGETHER WITH DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK AND
APPROPRIATE ENDORSEMENTS) PURSUANT TO THIS AGREEMENT WILL CREATE A VALID FIRST
PRIORITY LIEN ON AND A FIRST PRIORITY PERFECTED SECURITY INTEREST IN FAVOR OF
THE AGENT FOR THE BENEFIT OF AGENT AND LENDERS IN THE PLEDGED COLLATERAL AND THE