the time for attachment of the security
interests created by this Agreement to any of the Collateral.
The security
interests created by this Agreement will have effect and be deemed to be
effective whether or not the Obligations or any part thereof are owing or in
existence before or after or upon the date of this Agreement.
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.
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.
(B)
EACH PLEDGOR WILL CAUSE ANY INDEBTEDNESS FOR
BORROWED MONEY OWED TO THE PLEDGOR BY THE PARENT 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 THEREOF.
3
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 TO
EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND SUCH
EXECUTION, DELIVERY AND PERFORMANCE DOES NOT CONTRAVENE ANY OF THE PLEDGOR'S
CONSTATING DOCUMENTS OR ANY AGREEMENT, INSTRUMENT OR RESTRICTION TO WHICH THE
PLEDGOR IS A PARTY OR BY WHICH THE PLEDGOR OR ANY OF THE COLLATERAL IS BOUND AND
(II) WILL DEFEND ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL
LIENS (OTHER THAN THE LIEN CREATED BY THIS AGREEMENT), HOWEVER ARISING, OF ALL
PERSONS WHOMSOEVER;
(D)
NO CONSENT WHICH HAS NOT BEEN OBTAINED OF
ANY OTHER PERSON (INCLUDING STOCKHOLDERS OR CREDITORS