THE CREDIT AGREEMENT FOR A STATEMENT
OF THE TERMS THEREOF.
ALL CAPITALIZED TERMS USED IN THIS AGREEMENT WHICH ARE
DEFINED IN THE CREDIT AGREEMENT AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
SAME MEANINGS HEREIN AS SET FORTH THEREIN.
ALL TERMS USED IN THIS AGREEMENT
WHICH ARE DEFINED IN THE UCC AND NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE
SAME MEANINGS HEREIN AS SET FORTH THEREIN, EXCEPT WHERE THE CONTEXT OTHERWISE
REQUIRES.
SECTION 1.3.
ATTACHMENTS.
ALL EXHIBITS OR
SCHEDULES WHICH MAY BE ATTACHED TO THIS AGREEMENT ARE A PART HEREOF FOR ALL
PURPOSES.
3
SECTION 1.4.
AMENDMENT OF DEFINED
INSTRUMENTS.
UNLESS THE CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE PROVIDED
HEREIN, REFERENCES IN THIS AGREEMENT TO A PARTICULAR AGREEMENT, INSTRUMENT OR
DOCUMENT (INCLUDING, BUT NOT LIMITED TO, REFERENCES IN SECTION 2.1) ALSO REFER
TO AND INCLUDE ALL RENEWALS, EXTENSIONS, AMENDMENTS, MODIFICATIONS, SUPPLEMENTS
OR RESTATEMENTS OF ANY SUCH AGREEMENT, INSTRUMENT OR DOCUMENT, PROVIDED THAT
NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUED TO AUTHORIZE ANY PERSON TO
EXECUTE OR ENTER INTO ANY SUCH RENEWAL, EXTENSION, AMENDMENT, MODIFICATION,
SUPPLEMENT OR RESTATEMENT.
SECTION 1.5.
REFERENCES AND TITLES.
ALL
REFERENCES IN THIS AGREEMENT TO EXHIBITS, ARTICLES, SECTIONS, SUBSECTIONS, AND
OTHER SUBDIVISIONS REFER TO THE EXHIBITS, ARTICLES, SECTIONS, SUBSECTIONS AND
OTHER SUBDIVISIONS OF THIS AGREEMENT UNLESS EXPRESSLY PROVIDED OTHERWISE.
TITLES APPEARING AT THE BEGINNING OF ANY SUBDIVISION ARE FOR CONVENIENCE ONLY
AND DO NOT CONSTITUTE ANY PART OF ANY SUCH SUBDIVISION AND SHALL BE DISREGARDED
IN CONSTRUING THE LANGUAGE CONTAINED IN THIS AGREEMENT.
THE WORDS "THIS
AGREEMENT", "HEREIN", "HEREOF", "HEREBY", "HEREUNDER" AND WORDS OF SIMILAR
IMPORT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SUBDIVISION
UNLESS EXPRESSLY SO LIMITED.
THE PHRASES "THIS SECTION" AND "THIS SUBSECTION"
AND SIMILAR PHRASES REFER ONLY TO THE SECTIONS OR SUBSECTIONS HEREOF IN WHICH
THE PHRASE OCCURS.
THE WORD "OR" IS NOT EXCLUSIVE, AND THE WORD "INCLUDING" (IN
ALL OF ITS FORMS) MEANS "INCLUDING WITHOUT LIMITATION".
PRONOUNS IN MASCULINE,
FEMININE AND NEUTER GENDER SHALL BE CONSTRUED TO INCLUDE ANY OTHER GENDER, AND
WORDS IN THE SINGULAR FORM SHALL BE CONSTRUED TO INCLUDE THE PLURAL AND VICE
VERSA UNLESS THE CONTEXT OTHERWISE REQUIRES.
ARTICLE II - SECURITY INTEREST
SECTION 2.1.
GRANT OF SECURITY INTEREST.
AS
COLLATERAL SECURITY FOR ALL OF THE SECURED OBLIGATIONS, DEBTOR HEREBY PLEDGES
AND ASSIGNS TO SECURED PARTY AND GRANTS TO SECURED PARTY FOR THE BENEFIT OF EACH
LENDER A CONTINUING SECURITY INTEREST IN AND TO ALL RIGHT, TITLE AND INTEREST OF
THE FOLLOWING:
(A)
PLEDGED SHARES.
ALL OF THE FOLLOWING,
WHETHER NOW OR HEREAFTER EXISTING, WHICH ARE OWNED BY DEBTOR OR IN WHICH DEBTOR
OTHERWISE HAS ANY RIGHTS: THE SHARES OF STOCK OF THE SUBSIDIARIES OF DEBTOR
DESCRIBED IN EXHIBIT A HERETO AND ALL CERTIFICATES REPRESENTING SUCH SHARES, ALL
OPTIONS AND OTHER RIGHTS, CONTRACTUAL OR OTHERWISE, AT ANY TIME EXISTING WITH
RESPECT TO SUCH SHARES, AND ALL DIVIDENDS, CASH, INSTRUMENTS AND OTHER PROPERTY
NOW OR HEREAFTER RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR
IN EXCHANGE FOR ANY OR ALL OF SUCH