Collateral Agent, (a) any stock certificates, notes or
other securities now or hereafter included in the Collateral (the "Pledged
Securities") shall be accompanied by stock powers duly executed in blank or
other instruments of transfer satisfactory to the Collateral Agent and by such
other instruments and documents as the Collateral Agent may reasonably request
and (b) all other property comprising part of the Collateral shall be
accompanied by proper instruments of assignment duly executed by the applicable
Pledgor and such other instruments or documents as the Collateral Agent may
reasonably request. Each delivery of Pledged Securities shall be accompanied by
a schedule describing the securities then being pledged hereunder, which
schedule shall be attached hereto as Schedule II and made a part hereof. Each
schedule so delivered shall supplement any prior schedules so delivered.
TO HAVE AND TO HOLD the Collateral, in accordance with, and to the extent
consistent with, the Intercreditor Agreement, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the ratable benefit
of the Secured Parties, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.
3
SECTION 2.
DELIVERY OF THE COLLATERAL.
(A)
EACH PLEDGOR AGREES PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE
COLLATERAL AGENT ANY AND ALL PLEDGED SECURITIES AND ANY AND ALL CERTIFICATES OR
OTHER INSTRUMENTS OR DOCUMENTS REPRESENTING THE COLLATERAL THAT HAVE NOT BEEN
PROVIDED TO THE PRIOR COLLATERAL AGENT PRIOR TO THE DATE HEREOF.
(B)
EACH PLEDGOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY OWED
TO THE PLEDGOR BY THE BORROWER OR ANY SUBSIDIARY TO BE EVIDENCED BY A DULY
EXECUTED PROMISSORY NOTE THAT IS PLEDGED AND DELIVERED TO THE COLLATERAL AGENT
PURSUANT TO THE TERMS HEREOF.
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;
(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