THE TERMS OF SECTION 26 HEREOF:
(A)
THE PROMPT PERFORMANCE AND OBSERVANCE BY THE BORROWERS OF ALL
OBLIGATIONS OF THE BORROWERS UNDER THE CREDIT AGREEMENT, THE NOTES, THIS PLEDGE
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE BORROWERS ARE A PARTY; AND
(B)
ALL OTHER INDEBTEDNESS, LIABILITIES, OBLIGATIONS AND EXPENSES OF
ANY KIND OR NATURE OWING FROM ANY BORROWER TO ANY SECURED PARTY IN CONNECTION
WITH (I) THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, WHETHER NOW EXISTING
OR HEREAFTER ARISING, DUE OR TO BECOME DUE, DIRECT OR INDIRECT, ABSOLUTE OR
CONTINGENT, AND HOWSOEVER EVIDENCED, HELD OR ACQUIRED, TOGETHER WITH ANY AND ALL
MODIFICATIONS, EXTENSIONS, RENEWALS AND/OR SUBSTITUTIONS OF ANY OF THE
FOREGOING, (II) COLLECTING AND ENFORCING THE OBLIGATIONS AND (III) ALL
LIABILITIES AND OBLIGATIONS OWING FROM ANY BORROWER TO ANY SECURED PARTY.
4.
DELIVERY OF THE PLEDGED COLLATERAL; PERFECTION OF SECURITY
INTEREST.
EACH PLEDGOR HEREBY AGREES THAT:
(A)
DELIVERY OF CERTIFICATES.
EACH PLEDGOR SHALL DELIVER TO THE
ADMINISTRATIVE AGENT (I) SIMULTANEOUSLY WITH OR PRIOR TO THE EXECUTION AND
DELIVERY OF THIS PLEDGE AGREEMENT, ALL CERTIFICATES REPRESENTING THE PLEDGED
EQUITY INTERESTS ISSUED TO SUCH PLEDGOR AND (II) PROMPTLY UPON THE RECEIPT
THEREOF BY OR ON BEHALF OF A PLEDGOR, ALL OTHER CERTIFICATES AND INSTRUMENTS
CONSTITUTING PLEDGED COLLATERAL ISSUED TO A PLEDGOR.
PRIOR TO DELIVERY TO THE
ADMINISTRATIVE AGENT, ALL SUCH CERTIFICATES AND INSTRUMENTS CONSTITUTING PLEDGED
COLLATERAL OF A PLEDGOR SHALL BE HELD IN TRUST BY SUCH PLEDGOR IN FAVOR OF THE
ADMINISTRATIVE AGENT PURSUANT HERETO (AND FOR THE BENEFIT OF THE SECURED
PARTIES).
ALL SUCH CERTIFICATES SHALL BE DELIVERED IN SUITABLE FORM FOR
TRANSFER BY DELIVERY OR SHALL BE ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF
TRANSFER OR ASSIGNMENT IN BLANK, SUBSTANTIALLY IN THE FORM PROVIDED IN
EXHIBIT 4(A) ATTACHED HERETO.
(B)
ADDITIONAL SECURITIES.
IF SUCH PLEDGOR SHALL RECEIVE BY VIRTUE OF
ITS BEING, BECOMING OR HAVING BEEN THE OWNER OF ANY PLEDGED COLLATERAL, ANY
(I) CERTIFICATE, INCLUDING WITHOUT LIMITATION, ANY CERTIFICATE REPRESENTING A
DIVIDEND OR DISTRIBUTION IN CONNECTION WITH ANY INCREASE OR REDUCTION OF
CAPITAL, RECLASSIFICATION, MERGER, CONSOLIDATION, SALE OF ASSETS, COMBINATION OF
SHARES OR MEMBERSHIP OR EQUITY INTERESTS, STOCK SPLITS, SPIN-OFF OR SPLIT-OFF,
PROMISSORY NOTES OR OTHER INSTRUMENT; (II) OPTION OR RIGHT, WHETHER AS AN
ADDITION TO, SUBSTITUTION FOR, OR AN EXCHANGE FOR, ANY PLEDGED COLLATERAL OR
OTHERWISE; (III) DIVIDENDS PAYABLE IN SECURITIES; OR (IV) DISTRIBUTIONS OF
SECURITIES OR OTHER EQUITY INTERESTS IN CONNECTION WITH A PARTIAL OR TOTAL
LIQUIDATION, DISSOLUTION OR REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN
SURPLUS, SUCH PLEDGOR SHALL RECEIVE SUCH CERTIFICATE, INSTRUMENT, OPTION, RIGHT
OR DISTRIBUTION IN TRUST IN FAVOR OF THE ADMINISTRATIVE AGENT (FOR THE BENEFIT
OF THE SECURED PARTIES), SHALL SEGREGATE IT FROM SUCH PLEDGOR'S OTHER PROPERTY
AND SHALL DELIVER IT FORTHWITH TO THE ADMINISTRATIVE AGENT IN THE EXACT FORM
RECEIVED TOGETHER WITH ANY NECESSARY ENDORSEMENT AND/OR APPROPRIATE STOCK POWER
DULY EXECUTED IN BLANK, SUBSTANTIALLY IN THE FORM PROVIDED IN EXHIBIT 4(A), TO
BE HELD BY THE ADMINISTRATIVE AGENT AS PLEDGED COLLATERAL AND AS FURTHER
COLLATERAL SECURITY FOR THE PLEDGOR OBLIGATIONS.