UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND ALL OBLIGATIONS OF PLEDGOR NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT AND UNDER THAT CERTAIN GUARANTY BY CORPORATION OF EVEN DATE
HEREWITH EXECUTED BY THE PLEDGOR IN FAVOR OF THE LENDER INCLUDING, WITHOUT
LIMITATION, ALL FEES, COSTS AND EXPENSES WHETHER IN CONNECTION WITH COLLECTION
ACTIONS HEREUNDER OR OTHERWISE (COLLECTIVELY, THE "SECURED OBLIGATIONS").
4.
DELIVERY OF PLEDGED COLLATERAL.
ALL CERTIFICATES EVIDENCING THE PLEDGED
COLLATERAL SHALL BE DELIVERED TO AND HELD BY LENDER, PURSUANT HERETO.
ALL
PLEDGED INTERESTS SHALL BE ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER
OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.
5.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS TO
LENDER THAT:
(A)
PLEDGOR IS, AND AT THE TIME OF DELIVERY OF THE PLEDGED INTERESTS TO LENDER
WILL BE, THE SOLE HOLDER OF RECORD AND THE SOLE BENEFICIAL OWNER OF SUCH PLEDGED
COLLATERAL PLEDGED BY PLEDGOR FREE AND CLEAR OF ANY LIEN OR SECURITY INTEREST
THEREON OR AFFECTING THE TITLE THERETO, EXCEPT FOR THE LIEN AND SECURITY
INTEREST CREATED BY THIS AGREEMENT;
(B)
ALL OF THE PLEDGED INTERESTS HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED;
(C)
PLEDGOR HAS THE RIGHT AND REQUISITE AUTHORITY TO PLEDGE, ASSIGN, TRANSFER,
DELIVER, DEPOSIT AND SET OVER THE PLEDGED COLLATERAL PLEDGED BY PLEDGOR TO
LENDER AS PROVIDED HEREIN;
(D)
NONE OF THE PLEDGED INTERESTS 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 INTERESTS ARE PRESENTLY OWNED BY PLEDGOR, AND ARE
PRESENTLY REPRESENTED BY THE CERTIFICATES LISTED 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 INTERESTS;
2
(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 PLEDGOR OF THE PLEDGED COLLATERAL PURSUANT TO
THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT
BY PLEDGOR, OR (II) FOR THE EXERCISE BY LENDER OF ANY 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 LENDER IN SUCH PLEDGED COLLATERAL
AND THE PROCEEDS THEREOF, SECURING THE PAYMENT OF THE SECURED OBLIGATIONS,
SUBJECT TO NO OTHER LIEN;
(H)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY PLEDGOR
AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF PLEDGOR ENFORCEABLE
AGAINST PLEDGOR IN ACCORDANCE WITH ITS TERMS; AND
(I)
THE PLEDGOR HEREBY AUTHORIZES THE LENDER TO