EVIDENCING THE BANK INDEBTEDNESS AND ALL AGREEMENTS, DOCUMENTS AND
INSTRUMENTS COLLATERAL THERETO, TOGETHER WITH ALL AMENDMENTS, REPLACEMENTS,
INCREASES, RENEWALS AND MODIFICATIONS OF ANY OF THE FOREGOING, INCLUDING WITHOUT
LIMITATION THIS PLEDGE, THE LOAN AGREEMENT AND THE SURETY, AS ANY OF THE
FOREGOING MAY BE AMENDED, RESTATED OR REPLACED FROM TIME TO TIME.
1.9
"STOCK" SHALL MEAN ALL THOSE SECURITIES MORE SPECIFICALLY DESCRIBED
ON SCHEDULE 1.9 ATTACHED HERETO AND MADE A PART HEREOF.
1.10
"SURETY" SHALL MEAN THAT CERTAIN SURETY DATED OF EVEN DATE HEREWITH,
GIVEN BY PLEDGOR TO BANK, PURSUANT TO WHICH PLEDGOR HAS GUARANTEED AND AGREED TO
ACT AS SURETY TO BANK FOR THE PROMPT PAYMENT AND PERFORMANCE OF ALL THE BANK
INDEBTEDNESS.
All capitalized terms not defined herein shall have the meanings given such term
in the Loan Agreement.
2.
SECURITY INTEREST.
PLEDGOR HEREBY PLEDGES AND GRANTS TO BANK A
SECURITY INTEREST IN AND A LIEN ON THE COLLATERAL.
3.
EFFECT OF GRANT.
THE PLEDGE OF COLLATERAL GRANTED TO BANK BY
PLEDGOR HEREUNDER SHALL NOT BE RENDERED VOID BY THE FACT THAT NO BANK
INDEBTEDNESS EXISTS AS OF A PARTICULAR DATE, BUT SHALL CONTINUE IN FULL FORCE
AND EFFECT UNTIL ALL BANK INDEBTEDNESS HAVE BEEN PAID IN FULL, BANK HAS NO
AGREEMENT OR COMMITMENT OUTSTANDING PURSUANT TO WHICH BANK MAY EXTEND CREDIT TO
OR ON BEHALF OF BORROWER OR PLEDGOR AND BANK HAS EXECUTED AND DELIVERED
TERMINATION STATEMENTS AND/OR RELEASES AND HAS DELIVERED THE COLLATERAL TO
PLEDGOR.
4.
OBLIGATIONS SECURED.
THE COLLATERAL AND THE CONTINUING SECURITY
INTEREST GRANTED THEREIN SHALL SECURE ALL BANK INDEBTEDNESS.
IT IS THE EXPRESS
INTENTION OF PLEDGOR THAT THE COLLATERAL SHALL SECURE ALL BORROWER'S AND
PLEDGOR'S EXISTING AND FUTURE OBLIGATIONS UNDER THE LOAN DOCUMENTS OR OTHERWISE.
5.
DELIVERY.
ALL ORIGINAL CERTIFICATES AND INSTRUMENTS REPRESENTING
OR EVIDENCING THE COLLATERAL, OR ANY PORTION THEREOF, SHALL BE DELIVERED TO AND
HELD BY OR ON BEHALF OF BANK PURSUANT HERETO AND SHALL BE IN SUITABLE FORM FOR
TRANSFER BY DELIVERY, OR SHALL BE ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF
TRANSFER OR ASSIGNMENTS IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO BANK
AND WITH GUARANTEED SIGNATURE(S).
IF A BROKER OR AGENT IS HOLDING THE
CERTIFICATES AND/OR INSTRUMENTS EVIDENCING THE COLLATERAL, PLEDGOR SHALL EITHER
(A) CAUSE SUCH BROKER AND/OR AGENT TO EXECUTE AND DELIVER TO BANK A CONTROL
AGREEMENT ACKNOWLEDGING THIS PLEDGE AND PERFECTING BANK'S SECURITY INTEREST IN
THE COLLATERAL, WHICH AGREEMENT SHALL BE IN FORM AND CONTENT ACCEPTABLE TO BANK
IN ITS SOLE DISCRETION, OR (B) AUTHORIZE SUCH BROKER OR AGENT TO TRANSFER
PLEDGOR'S ACCOUNT IN WHICH SUCH COLLATERAL IS HELD TO BANK'S NAME, AS NOMINEE.
6.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR HEREBY REPRESENTS AND
WARRANTS AS FOLLOWS, WHICH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND
CORRECT AS OF THE DATE HEREOF, AT THE TIME OF THE CREATION OF ANY BANK
INDEBTEDNESS AND UNTIL THE BANK INDEBTEDNESS HAS BEEN PAID IN FULL:
2
6.1
VALID ORGANIZATION, GOOD STANDING AND QUALIFICATION.
PLEDGOR IS A
CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE
LAWS OF THE STATE