OTHERWISE, OR, IF SUCH CERTIFICATES ARE NOT SECURITIES,
THE GRANTOR HAS SO INFORMED THE LENDER SO THAT THE LENDER MAY TAKE STEPS TO
PERFECT ITS SECURITY INTEREST THEREIN AS A GENERAL INTANGIBLE, (III) ALL PLEDGED
COLLATERAL HELD BY A SECURITIES INTERMEDIARY IS COVERED BY A CONTROL AGREEMENT
AMONG THE GRANTOR, THE SECURITIES INTERMEDIARY AND THE LENDER PURSUANT TO WHICH
THE LENDER HAS CONTROL AND (IV) ALL PLEDGED COLLATERAL WHICH REPRESENTS
INDEBTEDNESS OWED TO THE GRANTOR HAS BEEN DULY AUTHORIZED, AUTHENTICATED OR
ISSUED AND DELIVERED BY THE ISSUER OF SUCH INDEBTEDNESS, IS THE LEGAL, VALID AND
BINDING OBLIGATION OF SUCH ISSUER AND SUCH ISSUER IS NOT IN DEFAULT THEREUNDER.
7
(B)
IN ADDITION, (I) NONE OF THE PLEDGED COLLATERAL HAS BEEN ISSUED OR
TRANSFERRED IN VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES DISCLOSURE
OR SIMILAR LAWS OF ANY JURISDICTION TO WHICH SUCH ISSUANCE OR TRANSFER MAY BE
SUBJECT, (II) THERE ARE EXISTING NO OPTIONS, WARRANTS, CALLS OR COMMITMENTS OF
ANY CHARACTER WHATSOEVER RELATING TO THE PLEDGED COLLATERAL OR WHICH OBLIGATE
THE ISSUER OF ANY EQUITY INTEREST INCLUDED IN THE PLEDGED COLLATERAL TO ISSUE
ADDITIONAL EQUITY INTERESTS, AND (III) NO CONSENT, APPROVAL, AUTHORIZATION, OR
OTHER ACTION BY, AND NO GIVING OF NOTICE, FILING WITH, ANY GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON IS REQUIRED FOR THE PLEDGE BY THE GRANTOR OF THE
PLEDGED COLLATERAL PURSUANT TO THIS SECURITY AGREEMENT OR FOR THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS SECURITY AGREEMENT BY THE GRANTOR, OR FOR THE
EXERCISE BY THE LENDER OF THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS
SECURITY AGREEMENT OR FOR THE REMEDIES IN RESPECT OF THE PLEDGED COLLATERAL
PURSUANT TO THIS SECURITY AGREEMENT, EXCEPT AS MAY BE REQUIRED IN CONNECTION
WITH SUCH DISPOSITION BY LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES
GENERALLY.
(C)
EXCEPT AS SET FORTH IN EXHIBIT G, THE GRANTOR OWNS 100% OF THE
ISSUED AND OUTSTANDING
EQUITY INTERESTS WHICH CONSTITUTE PLEDGED COLLATERAL AND
NONE OF THE PLEDGED COLLATERAL WHICH REPRESENTS INDEBTEDNESS OWED TO THE GRANTOR
IS SUBORDINATED IN RIGHT OF PAYMENT TO OTHER INDEBTEDNESS OR SUBJECT TO THE
TERMS OF AN INDENTURE.
ARTICLE IV
COVENANTS
From the date of this Security Agreement, and thereafter until this Security
Agreement is terminated, the Grantor agrees that:
4.1.
GENERAL.
(A)
COLLATERAL RECORDS.
THE GRANTOR WILL MAINTAIN COMPLETE AND
ACCURATE BOOKS AND RECORDS WITH RESPECT TO THE COLLATERAL, AND FURNISH TO THE
LENDER, SUCH REPORTS RELATING TO THE COLLATERAL AS THE LENDER SHALL FROM TIME TO
TIME REQUEST.
(B)
AUTHORIZATION TO FILE FINANCING STATEMENTS; RATIFICATION.
THE
GRANTOR HEREBY AUTHORIZES THE LENDER TO FILE, AND IF REQUESTED WILL DELIVER TO
THE LENDER, ALL FINANCING STATEMENTS AND OTHER DOCUMENTS AND TAKE SUCH OTHER
ACTIONS AS MAY FROM TIME TO TIME BE REQUESTED BY THE LENDER IN ORDER TO MAINTAIN
A FIRST PERFECTED SECURITY INTEREST IN AND, IF APPLICABLE, CONTROL OF, THE
COLLATERAL.
ANY FINANCING STATEMENT FILED BY THE LENDER MAY BE FILED IN ANY
FILING OFFICE IN ANY UCC JURISDICTION AND MAY (I) INDICATE THE COLLATERAL (1) AS
ALL ASSETS OF