the Intercreditor Agreement, each Pledgor
irrevocably makes, constitutes and appoints the Collateral Trustee (and any of
Collateral Trustee's officers or employees or agents designated by Collateral
Trustee) as such Pledgor's true and lawful attorney with power to sign the name
of Pledgor on all or any of the Transfer Documents which the Collateral Trustee
determines must be executed, filed, recorded or sent in order to perfect or
continue perfected the Collateral Trustee's security interest in the Pledged
Collateral, in accordance with the Intercreditor Agreement. Such power, being
coupled with an interest, is irrevocable until the security interest of the
Collateral Trustee in the Pledged Collateral is released pursuant to this
Agreement and the other Collateral Documents.
4.
Representations and Warranties.
Each Pledgor hereby represents and warrants to the Collateral Trustee as
follows:
(A)
SUCH PLEDGOR HAS, AND WILL CONTINUE TO HAVE (OR, IN THE CASE OF
AFTER-ACQUIRED PLEDGED COLLATERAL, AT THE TIME IT ACQUIRES RIGHTS IN SUCH
PLEDGED COLLATERAL, WILL HAVE), TITLE TO THE PLEDGED COLLATERAL, FREE AND CLEAR
OF ALL LIENS EXCEPT LIENS CREATED UNDER THIS AGREEMENT AND PERMITTED LIENS;
(B)
THE MEMBERSHIP INTERESTS, PARTNERSHIP INTERESTS AND CAPITAL STOCK
CONSTITUTING THE PLEDGED COLLATERAL HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED
TO SUCH PLEDGOR (AS SET FORTH ON SCHEDULE A HERETO);
(C)
THE SECURITY INTERESTS IN THE PLEDGED COLLATERAL GRANTED HEREUNDER
AND THE DELIVERY TO AND POSSESSION BY THE COLLATERAL TRUSTEE THEREOF (OR A
BAILEE THEREFOR) WILL CREATE SECURITY INTERESTS THAT ARE VALID AND PERFECTED;
(D)
SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT, ON THE
DATE HEREOF AND EXCEPT AS OTHERWISE PERMITTED UNDER THIS AGREEMENT, THERE ARE NO
RESTRICTIONS UPON THE PLEDGE OF THE PLEDGED COLLATERAL AND EACH PLEDGOR HAS THE
POWER AND AUTHORITY AND RIGHT TO PLEDGE THE PLEDGED COLLATERAL;
(E)
ON THE DATE HEREOF, THERE ARE NO ACTIONS, SUITS, OR PROCEEDINGS
PENDING OR, TO ITS ACTUAL KNOWLEDGE, THREATENED AGAINST OR AFFECTING ANY PLEDGOR
WITH RESPECT TO THE PLEDGED COLLATERAL, AT LAW OR IN EQUITY OR BEFORE OR BY ANY
GOVERNMENTAL AUTHORITY, AND NO PLEDGOR IS IN DEFAULT WITH RESPECT TO ANY
JUDGMENT, WRIT, INJUNCTION, DECREE, RULE OR REGULATION WHICH COULD ADVERSELY
AFFECT ITS PERFORMANCE HEREUNDER; AND
(F)
THE ADDRESS OF EACH PLEDGOR'S PRINCIPAL PLACE OF BUSINESS ON THE
DATE HEREOF IS AS SET FORTH IN THE SECURITY AGREEMENT.
5.
General Covenants.
Each Pledgor hereby covenants and agrees as follows:
(A)
EACH PLEDGOR SHALL DO ALL ACTS THAT MAY BE NECESSARY AND
APPROPRIATE TO MAINTAIN, PRESERVE AND PROTECT THE PLEDGED COLLATERAL.
3
(B)
EACH PLEDGOR SHALL, TO THE EXTENT IT DEEMS NECESSARY IN ITS
REASONABLE BUSINESS JUDGEMENT, APPEAR IN AND DEFEND ANY ACTION OR PROCEEDING OF
WHICH IT IS AWARE WHICH COULD REASONABLY BE EXPECTED TO AFFECT ITS TITLE TO, OR
THE COLLATERAL TRUSTEE'S INTEREST IN, ANY MATERIAL PLEDGED COLLATERAL AND THE
PROCEEDS THEREOF; PROVIDED, HOWEVER, THAT IT MAY SETTLE SUCH ACTIONS OR
PROCEEDINGS WITH RESPECT TO THE PLEDGED COLLATERAL WITH THE CONSENT OF
COLLATERAL TRUSTEE.
(C)
EACH PLEDGOR SHALL KEEP RECORDS OF THE PLEDGED COLLATERAL WHICH