maturity, by acceleration or
otherwise (including amounts that would become due but for the operation of the
provisions of the Bankruptcy Code), each Pledgor hereby pledges, grants,
transfers, and assigns to Secured Party, for the benefit of the Lender Group, a
security interest in all of Pledgor's right, title, and interest in and to the
Pledged Collateral.
3.
DELIVERY AND REGISTRATION OF PLEDGED COLLATERAL.
(A)
ALL CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING THE PLEDGED
COLLATERAL SHALL BE PROMPTLY DELIVERED BY THE PLEDGORS TO SECURED PARTY, FOR THE
BENEFIT OF THE
4
LENDER GROUP, OR SECURED PARTY'S DESIGNEE PURSUANT HERETO AT A LOCATION
DESIGNATED BY SECURED PARTY AND SHALL BE HELD BY OR ON BEHALF OF 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 SECURED PARTY.
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
SECURED PARTY SHALL HAVE THE RIGHT, AT ANY TIME IN ITS DISCRETION AND WITHOUT
NOTICE TO A PLEDGOR, TO TRANSFER TO OR TO REGISTER ON THE BOOKS OF THE ISSUERS
(OR OF ANY OTHER PERSON MAINTAINING RECORDS WITH RESPECT TO THE PLEDGED
COLLATERAL) IN THE NAME OF SECURED PARTY OR ANY OF ITS NOMINEES ANY OR ALL OF
THE PLEDGED COLLATERAL.
IN ADDITION, SECURED PARTY SHALL HAVE THE RIGHT AT ANY
TIME TO EXCHANGE CERTIFICATES OR INSTRUMENTS REPRESENTING OR EVIDENCING PLEDGED
COLLATERAL FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR LARGER DENOMINATIONS.
(C)
IF, AT ANY TIME AND FROM TIME TO TIME, ANY PLEDGED COLLATERAL (INCLUDING
ANY CERTIFICATE OR INSTRUMENT REPRESENTING OR EVIDENCING ANY PLEDGED COLLATERAL)
IS IN THE POSSESSION OF A PERSON OTHER THAN SECURED PARTY OR THE APPLICABLE
PLEDGOR (A "HOLDER"), THEN SUCH PLEDGOR SHALL IMMEDIATELY, AT SECURED PARTY'S
OPTION, EITHER CAUSE SUCH PLEDGED COLLATERAL TO BE DELIVERED INTO SECURED
PARTY'S POSSESSION, OR, PROVIDED SUCH OTHER PERSON IS NOT A PLEDGOR OR AN AGENT
OR REPRESENTATIVE THEREOF, EXECUTE AND DELIVER TO SUCH HOLDER A WRITTEN
NOTIFICATION/INSTRUCTION, AND TAKE ALL OTHER STEPS NECESSARY TO PERFECT THE
SECURITY INTEREST OF SECURED PARTY IN SUCH PLEDGED COLLATERAL, INCLUDING
OBTAINING FROM SUCH HOLDER A WRITTEN ACKNOWLEDGEMENT THAT SUCH HOLDER HOLDS SUCH
PLEDGED COLLATERAL FOR SECURED PARTY, ALL PURSUANT TO THE CODE OR OTHER
APPLICABLE LAW GOVERNING THE PERFECTION OF SECURED PARTY'S SECURITY INTEREST IN
THE PLEDGED COLLATERAL IN THE POSSESSION OF SUCH HOLDER.
EACH SUCH
NOTIFICATION/INSTRUCTION AND ACKNOWLEDGEMENT SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO SECURED PARTY.
(D)
ANY AND ALL PLEDGED COLLATERAL (INCLUDING DIVIDENDS, INTEREST, AND OTHER
CASH DISTRIBUTIONS) AT ANY TIME RECEIVED OR HELD BY A PLEDGOR SHALL BE SO
RECEIVED OR HELD IN TRUST FOR SECURED PARTY, SHALL BE SEGREGATED FROM OTHER
FUNDS AND PROPERTY OF THE APPLICABLE PLEDGOR AND SHALL BE FORTHWITH DELIVERED TO
SECURED PARTY IN THE SAME FORM AS SO RECEIVED OR HELD, WITH ANY NECESSARY
ENDORSEMENTS, PROVIDED THAT CASH DIVIDENDS OR DISTRIBUTIONS RECEIVED BY A
PLEDGOR, IF AND TO