WILL BE, THE SOLE OWNER OF SUCH PLEDGED
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COLLATERAL FREE AND CLEAR OF ANY LIEN THEREON OR AFFECTING TITLE THERETO, EXCEPT
FOR UNMATURED TAX 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
OR ARE UNCERTIFICATED AS SET FORTH ON 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
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OBLIGATIONS) OR SUBJECT TO THE TERMS OF AN INDENTURE.
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6.
COVENANTS. EACH PLEDGOR COVENANTS AND