TO DELIVERY TO
THE COLLATERAL AGENT, ALL SUCH CERTIFICATES AND INSTRUMENTS CONSTITUTING PLEDGED
COLLATERAL OF A PLEDGOR SHALL BE HELD IN TRUST BY SUCH PLEDGOR FOR THE BENEFIT
OF THE COLLATERAL AGENT AND THE HOLDERS OF THE OBLIGATIONS PURSUANT HERETO.
ALL
SUCH CERTIFICATES SHALL BE DELIVERED IN SUITABLE FORM FOR TRANSFER BY DELIVERY
OR SHALL BE ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT
IN BLANK, IN FORM REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT.
(B)
ADDITIONAL SECURITIES.
IF SUCH PLEDGOR SHALL RECEIVE BY VIRTUE OF
ITS BEING OR HAVING BEEN THE OWNER OF ANY PLEDGED COLLATERAL, ANY
(I) CERTIFICATE, INCLUDING ANY CERTIFICATE REPRESENTING A DIVIDEND OR
DISTRIBUTION IN CONNECTION WITH ANY INCREASE OR REDUCTION OF CAPITAL,
RECLASSIFICATION, MERGER, CONSOLIDATION, SALE OF ASSETS, COMBINATION OF SHARES
OR OTHER EQUITY INTERESTS, STOCK SPLITS, SPIN-OFF OR SPLIT-OFF, PROMISSORY NOTES
OR OTHER INSTRUMENTS; (II) OPTION OR RIGHT, WHETHER AS AN ADDITION TO,
SUBSTITUTION FOR, OR AN EXCHANGE FOR, ANY PLEDGED COLLATERAL OR OTHERWISE;
(III) DIVIDENDS PAYABLE IN SECURITIES; OR (IV) DISTRIBUTIONS OF SECURITIES IN
CONNECTION WITH A PARTIAL OR TOTAL LIQUIDATION, DISSOLUTION OR REDUCTION OF
CAPITAL, CAPITAL SURPLUS OR PAID-IN SURPLUS, THEN SUCH PLEDGOR SHALL RECEIVE
SUCH CERTIFICATE, INSTRUMENT, OPTION, RIGHT OR DISTRIBUTION IN TRUST FOR THE
BENEFIT OF THE COLLATERAL AGENT AND THE HOLDERS OF THE OBLIGATIONS, SHALL, IF
REASONABLY POSSIBLE, SEGREGATE IT FROM SUCH PLEDGOR'S OTHER PROPERTY AND SHALL
DELIVER IT WITHIN FORTY-FIVE (45) DAYS (OR SUCH LATER DATE AS THE ADMINISTRATIVE
AGENT, IN ITS SOLE DISCRETION, SHALL AGREE TO IN WRITING) OF RECEIPT TO THE
COLLATERAL AGENT IN THE EXACT FORM RECEIVED TOGETHER WITH ANY NECESSARY
ENDORSEMENT AND/OR APPROPRIATE STOCK POWER DULY EXECUTED IN BLANK, IN FORM
REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT, TO BE HELD BY THE COLLATERAL
AGENT AS PLEDGED COLLATERAL AND AS FURTHER COLLATERAL SECURITY FOR THE
OBLIGATIONS.
(C)
FINANCING STATEMENTS.
EACH PLEDGOR AUTHORIZES THE COLLATERAL
AGENT TO PREPARE AND FILE SUCH UCC OR OTHER APPLICABLE FINANCING STATEMENTS AS
MAY BE REASONABLY REQUESTED BY THE COLLATERAL AGENT IN ORDER TO PERFECT AND
PROTECT THE SECURITY INTEREST CREATED HEREBY IN THE PLEDGED COLLATERAL OF SUCH
PLEDGOR.
5.
REPRESENTATIONS AND WARRANTIES.
EACH PLEDGOR HEREBY REPRESENTS
AND WARRANTS TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE COLLATERAL AGENT
AND THE HOLDERS OF THE OBLIGATIONS, THAT:
(A)
AUTHORIZATION OF PLEDGED SHARES.
THE PLEDGED SHARES ARE DULY
AUTHORIZED AND VALIDLY ISSUED, ARE FULLY PAID AND NONASSESSABLE AND ARE NOT
SUBJECT TO THE PREEMPTIVE RIGHTS OF ANY PERSON.
(B)
TITLE.
EACH PLEDGOR IS THE LEGAL AND BENEFICIAL OWNER OF THE
PLEDGED COLLATERAL OF SUCH PLEDGOR AND WILL AT ALL TIMES, EXCEPT AS OTHERWISE
PERMITTED BY THE CREDIT AGREEMENT, BE THE LEGAL AND BENEFICIAL OWNER OF SUCH
PLEDGED COLLATERAL FREE AND CLEAR OF ANY LIEN, OTHER THAN PERMITTED LIENS.
THERE EXISTS NO "ADVERSE CLAIM" WITHIN THE MEANING OF SECTION 8-102 OF THE UCC
WITH RESPECT TO THE PLEDGED SHARES OF SUCH PLEDGOR.
4
(C)
EXERCISING OF RIGHTS.
OTHER THAN AS SET FORTH IN THE CREDIT
AGREEMENT OR THE SCHEDULES THERETO, AND EXCEPT