OF ANY PLEDGOR) AND NO
CONSENT OR APPROVAL WHICH HAS NOT BEEN OBTAINED OF ANY GOVERNMENTAL AUTHORITY OR
ANY SECURITIES EXCHANGE IS NECESSARY TO THE VALIDITY OF THE PLEDGE EFFECTED
HEREBY;
(E)
BY VIRTUE OF THE EXECUTION AND DELIVERY BY
THE PLEDGORS OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, WHEN THE PLEDGED
SECURITIES, CERTIFICATES OR OTHER DOCUMENTS REPRESENTING OR EVIDENCING THE
COLLATERAL ARE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE WITH THIS
AGREEMENT, THE COLLATERAL AGENT WILL OBTAIN A VALID AND PERFECTED FIRST LIEN
UPON AND SECURITY INTEREST IN SUCH PLEDGED SECURITIES AS SECURITY FOR THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS;
(F)
THE PLEDGE EFFECTED HEREBY IS EFFECTIVE
TO VEST IN THE COLLATERAL AGENT, ON BEHALF OF THE SECURED PARTIES, THE RIGHTS OF
THE COLLATERAL AGENT IN THE COLLATERAL AS SET FORTH HEREIN;
(G)
ALL OF THE PLEDGED STOCK HAS BEEN DULY
AUTHORIZED AND VALIDLY ISSUED AND IS FULLY PAID AND NONASSESSABLE;
(H)
ALL INFORMATION SET FORTH HEREIN RELATING TO
THE PLEDGED STOCK IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF THE
DATE HEREOF;
4
(I)
THE PLEDGE OF THE PLEDGED STOCK PURSUANT
TO THIS AGREEMENT DOES NOT VIOLATE REGULATION U OR X OF THE FEDERAL RESERVE
BOARD OR ANY SUCCESSOR THERETO AS OF THE DATE HEREOF;
(J)
THIS AGREEMENT HAD BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE PLEDGOR AND IS A VALID AND BINDING OBLIGATION OF
THE PLEDGOR ENFORCEABLE AGAINST THE PLEDGOR IN ACCORDANCE WITH ITS TERMS,
SUBJECT ONLY TO BANKRUPTCY, INSOLVENCY, LIQUIDATION REORGANIZATION, MORATORIUM
AND OTHER SIMILAR LAWS GENERALLY AFFECTING THE ENFORCEMENT OF CREDITOR RIGHTS,
AND TO THE FACT THAT EQUITABLE REMEDIES (SUCH AS SPECIFIC PERFORMANCE AND
INJUNCTION) ARE DISCRETIONARY REMEDIES; AND
(K)
THERE IS NO EXISTING AGREEMENT, OPTION,
RIGHT OR PRIVILEGE CAPABLE OF BECOMING AN AGREEMENT OR OPTION PURSUANT TO WHICH
THE PLEDGOR WOULD BE REQUIRED TO SELL OR OTHERWISE DISPOSE OF ANY OF THE PLEDGED
SECURITIES.
SECTION 4.
REGISTRATION IN NOMINEE NAME; DENOMINATIONS.
THE
COLLATERAL AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS
SOLE AND ABSOLUTE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS
PLEDGEE, THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
PLEDGORS, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE COLLATERAL AGENT.
EACH PLEDGOR WILL PROMPTLY GIVE TO THE COLLATERAL AGENT COPIES OF ANY NOTICES OR
OTHER COMMUNICATIONS RECEIVED BY IT WITH RESPECT TO PLEDGED SECURITIES
REGISTERED IN THE NAME OF SUCH PLEDGOR.
THE COLLATERAL AGENT SHALL AT ALL TIMES
HAVE THE RIGHT TO EXCHANGE THE CERTIFICATES REPRESENTING PLEDGED SECURITIES FOR
CERTIFICATES OF SMALLER OR LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH
THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT.
If any securities, whether certificated or uncertificated, or other investment
property now or hereafter acquired by any Pledgor (other than Securities or
other investment property held in the Notes Collateral Account (as defined in
the Intercreditor Agreement)) are held by such Pledgor or its nominee through a
securities intermediary or commodity intermediary, such Pledgor