TERMS THEREOF.
SECTION 3.
Representations, Warranties and Covenants.
Each
Pledgor hereby represents, warrants and covenants, as to itself and the
Collateral pledged by it hereunder, to and with the Collateral Agent that:
(A)
THE PLEDGED STOCK REPRESENTS THAT
PERCENTAGE AS SET FORTH ON SCHEDULE II OF THE ISSUED AND OUTSTANDING SHARES OF
EACH CLASS OF THE CAPITAL STOCK OF THE ISSUER WITH RESPECT THERETO;
(B)
EXCEPT FOR THE SECURITY INTEREST GRANTED
HEREUNDER AND EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT, THE PLEDGOR (I) IS
AND WILL AT ALL TIMES CONTINUE TO BE THE DIRECT OWNER, BENEFICIALLY AND OF
RECORD, OF THE PLEDGED SECURITIES INDICATED ON SCHEDULE II, (II) HOLDS THE SAME
FREE AND CLEAR OF ALL LIENS, (III) WILL MAKE NO ASSIGNMENT, PLEDGE,
HYPOTHECATION OR TRANSFER OF, OR CREATE OR PERMIT TO EXIST ANY SECURITY INTEREST
IN OR OTHER LIEN ON, THE COLLATERAL, OTHER THAN PURSUANT HERETO AND (IV) SUBJECT
TO SECTION 5, WILL CAUSE ANY AND ALL COLLATERAL, WHETHER FOR VALUE PAID BY THE
PLEDGOR OR OTHERWISE, TO BE FORTHWITH DEPOSITED WITH THE COLLATERAL AGENT AND
PLEDGED OR ASSIGNED HEREUNDER;
3
(C)
THE PLEDGOR (I) HAS THE POWER AND AUTHORITY
TO PLEDGE THE COLLATERAL IN THE MANNER HEREBY DONE OR CONTEMPLATED AND (II) WILL
DEFEND ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER
THAN THE LIEN CREATED BY THIS AGREEMENT), HOWEVER ARISING, OF ALL PERSONS
WHOMSOEVER;
(D)
NO CONSENT WHICH HAS NOT BEEN OBTAINED OF
ANY OTHER PERSON (INCLUDING STOCKHOLDERS OR CREDITORS OF ANY PLEDGOR) AND NO
CONSENT OR APPROVAL WHICH HAS NOT BEEN OBTAINED OF ANY GOVERNMENTAL AUTHORITY OR
ANY SECURITIES EXCHANGE IS NECESSARY TO THE VALIDITY OF THE PLEDGE EFFECTED
HEREBY;
(E)
BY VIRTUE OF THE EXECUTION AND DELIVERY BY
THE PLEDGORS OF THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT, WHEN THE PLEDGED
SECURITIES, CERTIFICATES OR OTHER DOCUMENTS REPRESENTING OR EVIDENCING THE
COLLATERAL ARE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE WITH THIS
AGREEMENT, THE COLLATERAL AGENT WILL OBTAIN A VALID AND PERFECTED FIRST LIEN
UPON AND SECURITY INTEREST IN SUCH PLEDGED SECURITIES AS SECURITY FOR THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS;
(F)
THE PLEDGE EFFECTED HEREBY IS EFFECTIVE
TO VEST IN THE COLLATERAL AGENT, ON BEHALF OF THE SECURED PARTIES, THE RIGHTS OF
THE COLLATERAL AGENT IN THE COLLATERAL AS SET FORTH HEREIN;
(G)
ALL OF THE PLEDGED STOCK HAS BEEN DULY
AUTHORIZED AND VALIDLY ISSUED AND IS FULLY PAID AND NONASSESSABLE;
(H)
ALL INFORMATION SET FORTH HEREIN RELATING TO
THE PLEDGED STOCK IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF THE
DATE HEREOF; AND
(I)
THE PLEDGE OF THE PLEDGED STOCK PURSUANT
TO THIS AGREEMENT DOES NOT VIOLATE REGULATION U OR X OF THE FEDERAL RESERVE
BOARD OR ANY SUCCESSOR THERETO AS OF THE DATE HEREOF.
SECTION 4.
Registration in Nominee Name; Denominations.
The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in its own name as
pledgee, the name of its