PROCEEDS THEREOF, SECURING THE PAYMENT OF THE SECURED OBLIGATIONS, SUBJECT TO NO
OTHER LIEN;
(H)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF PLEDGOR
ENFORCEABLE AGAINST PLEDGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT
THAT ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY, REORGANIZATION,
INSOLVENCY, MORATORIUM OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITOR'S
RIGHTS GENERALLY; AND
(I)
THE PLEDGED SHARES CONSTITUTE 50% OF THE ISSUED AND OUTSTANDING
SHARES OF STOCK OF BORROWER.
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6.
COVENANTS.
PLEDGOR COVENANTS AND AGREES THAT UNTIL THE
TERMINATION DATE:
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, PLEDGOR WILL NOT SELL,
ASSIGN, TRANSFER, PLEDGE, OR OTHERWISE ENCUMBER ANY OF ITS RIGHTS IN OR TO THE
PLEDGED COLLATERAL, OR ANY UNPAID DIVIDENDS OR OTHER DISTRIBUTIONS OR PAYMENTS
WITH RESPECT TO THE PLEDGED COLLATERAL OR GRANT A LIEN IN THE PLEDGED
COLLATERAL, UNLESS OTHERWISE EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT;
(B)
PLEDGOR WILL, AT ITS EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE AND
DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTIONS AS AGENT FROM TIME TO
TIME MAY REASONABLY REQUEST IN ORDER TO ENSURE TO AGENT AND LENDERS THE BENEFITS
OF THE LIENS IN AND TO THE PLEDGED COLLATERAL INTENDED TO BE CREATED BY THIS
AGREEMENT, INCLUDING THE FILING OF ANY NECESSARY CODE FINANCING STATEMENTS,
WHICH MAY BE FILED BY AGENT WITH OR (TO THE EXTENT PERMITTED BY LAW) WITHOUT THE
SIGNATURE OF PLEDGOR, AND WILL COOPERATE WITH AGENT, AT PLEDGOR'S EXPENSE, IN
OBTAINING ALL NECESSARY APPROVALS AND MAKING ALL NECESSARY FILINGS UNDER
FEDERAL, STATE, LOCAL OR FOREIGN LAW IN CONNECTION WITH SUCH LIENS OR ANY SALE
OR TRANSFER OF THE PLEDGED COLLATERAL;
3
(C)
PLEDGOR HAS AND WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO
DEFEND THE TITLE TO THE PLEDGED COLLATERAL AND THE LIENS OF AGENT IN THE PLEDGED
COLLATERAL AGAINST THE CLAIM OF ANY PERSON AND WILL MAINTAIN AND PRESERVE SUCH
LIENS; AND
(D)
PLEDGOR WILL, UPON OBTAINING OWNERSHIP OF ANY ADDITIONAL STOCK OF
BORROWER, WHICH STOCK IS NOT ALREADY PLEDGED COLLATERAL, PROMPTLY (AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS) DELIVER TO AGENT A PLEDGE AMENDMENT, DULY
EXECUTED BY PLEDGOR, IN SUBSTANTIALLY THE FORM OF SCHEDULE II HERETO (A "PLEDGE
AMENDMENT") IN RESPECT OF ANY SUCH ADDITIONAL STOCK OF BORROWER, PURSUANT TO
WHICH PLEDGOR SHALL PLEDGE TO AGENT ALL OF SUCH ADDITIONAL STOCK OF BORROWER.
PLEDGOR HEREBY AUTHORIZES AGENT TO ATTACH EACH PLEDGE AMENDMENT TO THIS
AGREEMENT AND AGREES THAT ALL PLEDGED SHARES LISTED ON ANY PLEDGE AMENDMENT
DELIVERED TO AGENT SHALL FOR ALL PURPOSES HEREUNDER BE CONSIDERED PLEDGED
COLLATERAL.
7.
PLEDGOR'S RIGHTS.
AS LONG AS NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AND UNTIL WRITTEN NOTICE SHALL BE GIVEN TO PLEDGOR IN
ACCORDANCE WITH SECTION 8(A) HEREOF:
(A)
PLEDGOR SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO VOTE AND GIVE
CONSENTS WITH RESPECT TO THE PLEDGED COLLATERAL, OR