EACH PLEDGOR COVENANTS AND
AGREES THAT UNTIL THE TERMINATION DATE:
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT,
NONE OF THE PLEDGORS WILL SELL, ASSIGN, TRANSFER, PLEDGE, OR OTHERWISE ENCUMBER
ANY OF ITS RIGHTS IN OR TO THE PLEDGED COLLATERAL, OR ANY UNPAID DIVIDENDS,
INTEREST 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)
EACH OF THE PLEDGORS WILL, AT ITS EXPENSE,
PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH
ACTIONS AS AGENT FROM TIME TO TIME MAY 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 SUCH PLEDGOR, AND WILL COOPERATE WITH
AGENT, AT SUCH PLEDGORS'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;
(C)
EACH OF THE PLEDGORS HAS AND WILL 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)
EACH OF THE PLEDGORS WILL, UPON OBTAINING
OWNERSHIP OF ANY ADDITIONAL STOCK OR PROMISSORY NOTES OR INSTRUMENTS OF A
PLEDGED ENTITY OR STOCK OR PROMISSORY NOTES OR INSTRUMENTS OTHERWISE REQUIRED TO
BE PLEDGED TO AGENT PURSUANT TO ANY OF THE LOAN DOCUMENTS, WHICH STOCK, NOTES OR
INSTRUMENTS ARE NOT ALREADY PLEDGED COLLATERAL, PROMPTLY (AND IN ANY EVENT
WITHIN THREE (3) BUSINESS DAYS) DELIVER TO AGENT A PLEDGE AMENDMENT, DULY
EXECUTED BY SUCH PLEDGOR, IN SUBSTANTIALLY THE FORM OF SCHEDULE II HERETO (A
"PLEDGE AMENDMENT") IN RESPECT OF ANY SUCH ADDITIONAL STOCK, NOTES OR
INSTRUMENTS, PURSUANT TO WHICH SUCH PLEDGOR SHALL PLEDGE TO AGENT ALL OF SUCH
ADDITIONAL STOCK, NOTES AND INSTRUMENTS.
EACH OF THE PLEDGORS HEREBY AUTHORIZES
AGENT TO ATTACH EACH PLEDGE AMENDMENT TO THIS AGREEMENT AND AGREES THAT ALL
PLEDGED SHARES AND PLEDGED INDEBTEDNESS LISTED ON ANY PLEDGE AMENDMENT DELIVERED
TO AGENT SHALL FOR ALL PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL.
(E)
EACH PLEDGOR CONSENTS TO EACH PLEDGED
ENTITY'S ENTERING INTO A CONTROL AGREEMENT WITH AGENT IN THE FORM OF SCHEDULE
III HERETO (A "CONTROL AGREEMENT") AND AGREES TO BE BOUND BY THE TERMS AND
CONDITIONS OF EACH SUCH CONTROL AGREEMENT, EXCEPT THAT THE AGENT SHALL NOT BE
ENTITLED TO GIVE INSTRUCTIONS TO ANY PLEDGED ENTITY WITH RESPECT TO THE PLEDGED
STOCK ISSUED BY SUCH PLEDGED ENTITY UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING.
7.
PLEDGORS' RIGHTS.
AS LONG AS NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND UNTIL
WRITTEN NOTICE SHALL BE GIVEN TO PLEDGORS IN ACCORDANCE WITH SECTION 8(A)
HEREOF:
5
(A)