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 SHARES PLEDGED BY PLEDGOR ARE PRESENTLY OWNED
BY PLEDGOR, AND ARE PRESENTLY REPRESENTED BY THE CERTIFICATES LISTED ON PART B
OF 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 SHARES;
(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 ITS PLEDGED COLLATERAL
PURSUANT TO THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY PLEDGOR, OR (II) FOR THE EXERCISE BY AGENT OF THE VOTING OR OTHER
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 THE APPLICABLE LAWS AFFECTING THE OFFERING AND SALE OF
SECURITIES GENERALLY AND EXCEPT, WITH RESPECT TO ANY PLEDGED SHARES OF A FOREIGN
PLEDGED ENTITY, COMPLIANCE WITH ANY APPLICABLE LAWS OF THE JURISDICTION OF
INCORPORATION OR FORMATION OF SUCH FOREIGN PLEDGED ENTITY;
(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 AGENT FOR THE BENEFIT
OF AGENT AND LENDERS IN THE PLEDGED COLLATERAL AND THE PROCEEDS THEREOF UNDER
THE CALIFORNIA UNIFORM COMMERCIAL CODE, 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;
(I)
THE PLEDGED SHARES CONSTITUTE (I) 100% OF THE ISSUED AND
OUTSTANDING SHARES OF STOCK OF EACH DOMESTIC SUBSIDIARY OF PLEDGOR; AND (II) 66%
OF PLEDGOR'S
4
OWNERSHIP INTEREST IN THE ISSUED AND OUTSTANDING SHARES OF STOCK OF EACH OF THE
FOREIGN PLEDGED ENTITIES; AND
(J)
EXCEPT AS DISCLOSED ON PART C OF SCHEDULE I, NONE OF THE PLEDGED
INDEBTEDNESS PLEDGED BY PLEDGOR IS SUBORDINATED IN RIGHT OF PAYMENT TO OTHER
INDEBTEDNESS (EXCEPT FOR THE SECURED OBLIGATIONS).
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6.
COVENANTS.
(A)
EACH PLEDGOR COVENANTS AND AGREES THAT UNTIL THE TERMINATION DATE:
(I)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, PLEDGOR WILL NOT
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;
(II)
PLEDGOR WILL, AT ITS EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE AND
DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTIONS AS AGENT FROM