SHALL BE DELIVERED TO THE SECURED PARTY
CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT.
ALL CERTIFICATES AND
INSTRUMENTS REPRESENTING OR EVIDENCING COLLATERAL RECEIVED BY THE PLEDGOR AFTER
THE EXECUTION OF THIS AGREEMENT SHALL BE DELIVERED TO THE SECURED PARTY PROMPTLY
UPON THE PLEDGOR'S RECEIPT THEREOF.
ALL SUCH CERTIFICATES AND INSTRUMENTS SHALL
BE HELD BY OR ON BEHALF OF THE SECURED PARTY PURSUANT HERETO AND SHALL BE IN
SUITABLE FORM FOR TRANSFER BY DELIVERY, OR SHALL BE ACCOMPANIED BY DULY EXECUTED
INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE
SATISFACTORY TO THE SECURED PARTY.
WITH RESPECT TO ALL PLEDGED SHARES
CONSISTING OF UNCERTIFICATED SECURITIES, BOOK-ENTRY SECURITIES OR SECURITIES
ENTITLEMENTS, THE PLEDGOR SHALL EITHER (A) EXECUTE AND DELIVER, AND CAUSE ANY
NECESSARY ISSUERS OR SECURITIES INTERMEDIARIES TO EXECUTE AND DELIVER, CONTROL
AGREEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURED PARTY COVERING SUCH
PLEDGED SHARES, OR (B) CAUSE SUCH PLEDGED SHARES TO BE TRANSFERRED TO THE NAME
OF THE SECURED PARTY.
THE SECURED PARTY SHALL HAVE THE RIGHT AT ANY TIME,
WHETHER BEFORE OR AFTER AN EVENT OF DEFAULT, TO CAUSE ANY OR ALL OF THE
COLLATERAL TO BE TRANSFERRED OF RECORD INTO THE NAME OF THE SECURED PARTY OR ITS
NOMINEE FOR THE RATABLE BENEFIT OF THE SECURED PARTY AND THE LENDERS (BUT
SUBJECT TO THE RIGHTS OF THE PLEDGOR UNDER SECTION 6) AND TO EXCHANGE
CERTIFICATES REPRESENTING OR EVIDENCING COLLATERAL FOR CERTIFICATES OF SMALLER
OR LARGER DENOMINATIONS.
IF THE COLLATERAL IS IN THE POSSESSION OF A BAILEE,
THE PLEDGOR WILL JOIN WITH THE SECURED PARTY IN NOTIFYING THE BAILEE OF THE
INTEREST OF THE SECURED PARTY AND IN OBTAINING FROM THE BAILEE AN
ACKNOWLEDGEMENT THAT IT HOLD THE COLLATERAL FOR THE BENEFIT OF THE SECURED
PARTY.
SECTION 4.
CERTAIN WARRANTIES AND COVENANTS.
THE PLEDGOR MAKES THE
FOLLOWING WARRANTIES AND COVENANTS:
4(A)
THE PLEDGOR HAS TITLE TO THE PLEDGED SHARES AND WILL HAVE TITLE TO
EACH OTHER ITEM OF COLLATERAL HEREAFTER ACQUIRED, FREE OF ALL LIENS EXCEPT THE
SECURITY INTEREST AND LIENS PERMITTED BY THE AMENDED AND RESTATED CREDIT
AGREEMENT.
4(B)
THE PLEDGOR HAS FULL CORPORATE POWER AND AUTHORITY TO EXECUTE THIS
PLEDGE AGREEMENT, TO PERFORM THE PLEDGOR'S OBLIGATIONS HEREUNDER AND TO SUBJECT
THE COLLATERAL TO THE SECURITY INTEREST CREATED HEREBY
3
4(C)
NO FINANCING STATEMENT COVERING ALL OR ANY PART OF THE COLLATERAL IS
ON FILE IN ANY PUBLIC OFFICE (EXCEPT FOR ANY FINANCING STATEMENTS FILED BY THE
SECURED PARTY).
4(D)
THE PLEDGED SHARES HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED BY THE
ISSUER THEREOF AND ARE FULLY PAID AND NON-ASSESSABLE.
THE CERTIFICATES
REPRESENTING THE PLEDGED SHARES ARE GENUINE.
THE PLEDGED SHARES ARE NOT SUBJECT
TO ANY OFFSET OR SIMILAR RIGHT OR CLAIM OF THE ISSUERS THEREOF.
4(E)
THE PLEDGED SHARES CONSTITUTE THE PERCENTAGE OF THE ISSUED AND
OUTSTANDING SHARES OF STOCK OF THE RESPECTIVE ISSUERS THEREOF INDICATED ON
SCHEDULE I (IF ANY SUCH PERCENTAGE IS SO INDICATED).
4(F)
THE PLEDGOR'S FEDERAL TAX IDENTIFICATION NUMBER AND ORGANIZATIONAL
IDENTIFICATION NUMBER ARE SET FORTH ON THE SIGNATURE