PLEDGOR IS AND AT THE
TIME OF DELIVERY OF THE PLEDGED INDEBTEDNESS TO AGENT WILL BE, THE SOLE OWNER OF
SUCH PLEDGED COLLATERAL FREE AND CLEAR OF ANY LIEN THEREON OR AFFECTING TITLE
THERETO, EXCEPT FOR UNMATURED TAX
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LIENS AND 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.
THE PLEDGED
INDEBTEDNESS HAS BEEN DULY AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED BY,
AND IS THE LEGAL, VALID AND BINDING OBLIGATIONS OF, THE PLEDGED ENTITIES, AND NO
SUCH PLEDGED ENTITY IS IN DEFAULT THEREUNDER;
(C)
PLEDGOR HAS THE RIGHT AND REQUISITE
AUTHORITY TO PLEDGE, ASSIGN, TRANSFER, DELIVER, DEPOSIT AND SET OVER THE PLEDGED
COLLATERAL PLEDGED BY SUCH PLEDGOR TO AGENT AS PROVIDED HEREIN;
(D)
NONE OF THE PLEDGED SHARES OR PLEDGED
INDEBTEDNESS 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;
(E)
ALL OF THE PLEDGED SHARES ARE PRESENTLY
OWNED BY PLEDGOR, AND ARE PRESENTLY REPRESENTED BY THE CERTIFICATES LISTED ON
PART A OF 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 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 ANY
PLEDGOR OF THE PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT OR FOR THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY ANY 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 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 PROCEEDS
THEREOF, SECURING THE PAYMENT OF THE SECURED OBLIGATIONS, SUBJECT TO NO OTHER
LIEN OTHER THAN UNMATURED TAX LIENS;
(H)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY EACH OF THE PLEDGORS AND CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION OF PLEDGORS ENFORCEABLE AGAINST PLEDGORS IN ACCORDANCE
WITH ITS TERMS;
(I)
THE PLEDGED SHARES CONSTITUTE 100% OF
THE ISSUED AND OUTSTANDING SHARES OF STOCK OF EACH PLEDGED ENTITY; AND
(J)
EXCEPT AS DISCLOSED ON PART B OF
SCHEDULE I, NONE OF THE PLEDGED INDEBTEDNESS IS SUBORDINATED IN RIGHT OF PAYMENT
TO OTHER INDEBTEDNESS (EXCEPT FOR THE SECURED OBLIGATIONS) OR SUBJECT TO THE
TERMS OF AN INDENTURE.
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The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6.
COVENANTS.