(AS DEFINED BELOW) NOW OR HEREAFTER EXISTING,
WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, AND WHETHER FOR PRINCIPAL,
REIMBURSEMENT OBLIGATIONS, INTEREST, FEES, PREMIUMS, PENALTIES,
INDEMNIFICATIONS, CONTRACT CAUSES OF ACTION, COSTS, EXPENSES OR OTHERWISE.
FOR
THE PURPOSES OF THIS AGREEMENT, "OBLIGATIONS" SHALL MEAN, (A) THE FULL AND
PROMPT PAYMENT WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) OF ALL OBLIGATIONS OF THE PLEDGOR NOW EXISTING OR HEREAFTER INCURRED
UNDER, ARISING OUT OF OR IN CONNECTION WITH THE BRIDGE LOAN AGREEMENT, THE
PROMISSORY NOTE(S) ISSUED BY THE PLEDGOR THEREUNDER, AND EACH OTHER AGREEMENT,
INSTRUMENT AND DOCUMENT DELIVERED THEREUNDER OR IN CONNECTION THEREWITH
(COLLECTIVELY, THE "LOAN DOCUMENTS") AND THE DUE PERFORMANCE AND COMPLIANCE BY
THE PLEDGOR WITH THE TERMS OF EACH SUCH LOAN DOCUMENT; (B) ANY AND ALL SUMS
ADVANCED BY THE AGENT IN ORDER TO PRESERVE THE COLLATERAL OR TO PRESERVE ITS
SECURITY INTEREST IN THE COLLATERAL; (C) IN THE EVENT OF ANY PROCEEDING FOR THE
COLLECTION OR ENFORCEMENT OF ANY OBLIGATIONS OR LIABILITIES, AFTER AN EVENT OF
DEFAULT (AS DEFINED BELOW) SHALL HAVE OCCURRED AND BE CONTINUING, THE REASONABLE
EXPENSES OF HOLDING, PREPARING FOR SALE, SELLING OR OTHERWISE DISPOSING OF OR
3
REALIZING ON THE COLLATERAL, OR OF ANY EXERCISE BY THE AGENT OF ITS RIGHTS
HEREUNDER, TOGETHER WITH REASONABLE ATTORNEYS' FEES AND COURT COSTS; AND (D) ALL
AMOUNTS PAID BY ANY INDEMNITEE AS TO WHICH SUCH INDEMNITEE HAS THE RIGHT TO
REIMBURSEMENT UNDER THIS AGREEMENT.
SECTION 3.
DELIVERY AND CONTROL OF COLLATERAL.
WITH RESPECT TO ANY COLLATERAL
IN WHICH THE PLEDGOR HAS ANY RIGHT, TITLE OR INTEREST AND THAT CONSTITUTES A
SECURITY ENTITLEMENT (INCLUDING, WITHOUT LIMITATION, THE PLEDGED SECURITIES
ENTITLEMENTS), THE PLEDGOR WILL CAUSE THE SECURITIES INTERMEDIARY WITH RESPECT
TO SUCH SECURITY ENTITLEMENT EITHER (I) TO IDENTIFY IN ITS RECORDS THE AGENT AS
THE ENTITLEMENT HOLDER OF SUCH SECURITY ENTITLEMENT AGAINST SUCH SECURITIES
INTERMEDIARY OR (II) TO AGREE IN WRITING WITH THE PLEDGOR AND THE AGENT THAT
SUCH SECURITIES INTERMEDIARY WILL COMPLY WITH ENTITLEMENT ORDERS ORIGINATED BY
THE AGENT WITHOUT FURTHER CONSENT OF THE PLEDGOR, SUCH AGREEMENT TO BE IN
SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO OR OTHERWISE IN FORM AND SUBSTANCE
SATISFACTORY TO THE AGENT (SUCH AGREEMENT BEING A "CONTROL AGREEMENT").
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
THE PLEDGOR REPRESENTS AND WARRANTS
AS FOLLOWS:
(A)
THE PLEDGOR IS THE LEGAL AND BENEFICIAL OWNER OF THE COLLATERAL
(OTHER THAN THE INTERESTS OF THE HOLDERS OF GROWTH PRIDES IN THE TREASURY STRIPS
CREDITED TO THE PRIDES SECURITIES ACCOUNT) FREE AND CLEAR OF ANY LIEN, CLAIM,
OPTION OR RIGHT OF OTHERS, EXCEPT FOR THE SECURITY INTEREST CREATED UNDER THIS
AGREEMENT AND THE LIENS CREATED THEREON PURSUANT TO THE HOLDERS PLEDGE
AGREEMENT.
NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR IN
EFFECT COVERING ALL OR ANY PART OF SUCH COLLATERAL OR LISTING THE PLEDGOR AS
DEBTOR IS ON FILE IN ANY RECORDING OFFICE, EXCEPT SUCH AS MAY HAVE BEEN FILED IN
FAVOR OF THE AGENT RELATING TO THE LOAN DOCUMENTS OR AS OTHERWISE RELATING TO
THE LIENS CREATED THEREON