AGREES THAT UNTIL THE
TERMINATION DATE:
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, NONE OF THE PLEDGORS
WILL SELL, ASSIGN, TRANSFER, PLEDGE, OR OTHERWISE ENCUMBER ANY OF ITS RIGHTS IN
OR TO THE PLEDGED COLLATERAL, OR ANY UNPAID DIVIDENDS, INTEREST OR OTHER
DISTRIBUTIONS OR PAYMENTS WITH RESPECT TO THE PLEDGED COLLATERAL OR GRANT A LIEN
IN THE PLEDGED COLLATERAL, UNLESS OTHERWISE EXPRESSLY PERMITTED BY THE CREDIT
AGREEMENT;
(B)
EACH OF THE PLEDGORS WILL, AT ITS EXPENSE, PROMPTLY EXECUTE,
ACKNOWLEDGE AND DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTIONS AS AGENT
FROM TIME TO TIME MAY REQUEST IN ORDER TO ENSURE TO AGENT AND LENDERS THE
BENEFITS OF THE LIENS IN AND TO THE PLEDGED COLLATERAL INTENDED TO BE CREATED BY
THIS AGREEMENT, INCLUDING THE FILING OF ANY NECESSARY CODE FINANCING STATEMENTS,
WHICH MAY BE FILED BY AGENT WITH OR (TO THE EXTENT PERMITTED BY LAW) WITHOUT THE
SIGNATURE OF SUCH PLEDGOR, AND WILL COOPERATE WITH AGENT, AT SUCH PLEDGORS'S
EXPENSE, IN OBTAINING ALL NECESSARY APPROVALS AND MAKING ALL NECESSARY FILINGS
UNDER FEDERAL, STATE, LOCAL OR FOREIGN LAW IN CONNECTION WITH SUCH LIENS OR ANY
SALE OR TRANSFER OF THE PLEDGED COLLATERAL;
(C)
EACH OF THE PLEDGORS HAS AND WILL DEFEND THE TITLE TO THE PLEDGED
COLLATERAL AND THE LIENS OF AGENT IN THE PLEDGED COLLATERAL AGAINST THE CLAIM OF
ANY PERSON AND WILL MAINTAIN AND PRESERVE SUCH LIENS; AND
(D)
EACH OF THE PLEDGORS WILL, UPON OBTAINING OWNERSHIP OF ANY
ADDITIONAL STOCK OR PROMISSORY NOTES OR INSTRUMENTS OF A PLEDGED ENTITY OR STOCK
OR PROMISSORY NOTES OR INSTRUMENTS OTHERWISE REQUIRED TO BE PLEDGED TO AGENT
PURSUANT TO ANY OF THE LOAN DOCUMENTS, WHICH STOCK, NOTES OR INSTRUMENTS ARE NOT
ALREADY PLEDGED COLLATERAL, PROMPTLY (AND IN ANY EVENT WITHIN THREE (3) BUSINESS
DAYS) DELIVER TO AGENT A PLEDGE AMENDMENT, DULY EXECUTED BY SUCH PLEDGOR, IN
SUBSTANTIALLY THE FORM OF SCHEDULE II HERETO (A "PLEDGE AMENDMENT") IN RESPECT
OF ANY SUCH ADDITIONAL STOCK, NOTES OR INSTRUMENTS, PURSUANT TO WHICH SUCH
PLEDGOR SHALL PLEDGE TO AGENT ALL OF SUCH ADDITIONAL STOCK, NOTES AND
INSTRUMENTS. EACH OF THE PLEDGORS HEREBY AUTHORIZES AGENT TO ATTACH EACH PLEDGE
AMENDMENT TO THIS AGREEMENT AND AGREES THAT ALL PLEDGED SHARES AND PLEDGED
INDEBTEDNESS LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO AGENT SHALL FOR ALL
PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL. IN ADDITION TO THE
FOREGOING, TO THE EXTENT A PLEDGOR'S ORGANIZATIONAL DOCUMENTS PERMIT THE
ISSUANCE OF CERTIFICATES OF ANY OWNERSHIP INTEREST, BUT WHICH PLEDGOR HAS NOT AS
OF YET ISSUED SUCH CERTIFICATES, NO SUCH CERTFICATES SHALL BE ISSUED WITHOUT
AGENT'S CONSENT AND THE SUBSEQUENT COMPLIANCE HERWITH.
(E)
EACH PLEDGOR CONSENTS TO EACH PLEDGED ENTITY'S ENTERING INTO A
CONTROL AGREEMENT WITH AGENT IN THE FORM OF SCHEDULE III HERETO (A "CONTROL
AGREEMENT") AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF EACH SUCH
CONTROL AGREEMENT, EXCEPT THAT THE AGENT
5
SHALL NOT BE ENTITLED TO GIVE INSTRUCTIONS TO ANY PLEDGED ENTITY WITH RESPECT TO
THE PLEDGED STOCK ISSUED BY SUCH PLEDGED ENTITY UNLESS AN