THAT ALL OF
THE COLLATERAL (TO THE EXTENT CERTIFICATED) HAS BEEN DELIVERED TO THE LENDER,
TOGETHER WITH APPROPRIATE STOCK POWERS, AND THAT THE LENDER'S POSSESSION OF THE
COLLATERAL (TO THE EXTENT CERTIFICATED) ESTABLISHES A PERFECTED FIRST PRIORITY
LIEN ON AND SECURITY INTEREST IN THE COLLATERAL;
(V)
THAT PLEDGOR HAS THE RIGHT TO VOTE, PLEDGE AND GRANT A SECURITY INTEREST
IN THE COLLATERAL, AS PROVIDED BY THIS SECURITY AGREEMENT; AND
1
(VI)
THAT EACH OF THE FOREGOING REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED
REMADE AND REDATED AS OF THE DATE OF EACH ADVANCE MADE PURSUANT TO THE LOAN
AGREEMENT.
(F)
COVENANTS.
SO LONG AS ANY OF THE OBLIGATIONS REMAIN UNPAID OR ANY
LENDER HAS ANY OBLIGATION TO MAKE ADVANCES UNDER THE LOAN, PLEDGOR COVENANTS AND
AGREES THAT IT WILL:
(I)
PAY AND PERFORM ALL OF THE OBLIGATIONS ACCORDING TO THEIR TERMS;
(II)
DEFEND ALL RIGHT AND TITLE TO THE COLLATERAL AGAINST ANY AND ALL CLAIMS
AND DEMANDS WHATSOEVER;
(III)
UPON THE REASONABLE REQUEST OF THE LENDER DO THE FOLLOWING: FURNISH
FURTHER ASSURANCE OF TITLE, EXECUTE ANY WRITTEN AGREEMENT AND DO ALL OTHER ACTS
NECESSARY TO EFFECTUATE THE INTENT, PURPOSES AND PROVISIONS OF THIS SECURITY
AGREEMENT, EXECUTE ANY INSTRUMENT OR STATEMENT REQUIRED BY LAW OR OTHERWISE IN
ORDER TO PERFECT, CONTINUE OR TERMINATE THE SECURITY INTEREST OF THE LENDER IN
THE COLLATERAL AND PAY ALL FILING OR OTHER COSTS INCURRED IN CONNECTION
THEREWITH;
(IV)
UNLESS OTHERWISE REQUIRED BY THE LENDER, RETAIN LEGAL AND BENEFICIAL
OWNERSHIP OF THE COLLATERAL AND NOT SELL, EXCHANGE, ASSIGN, LOAN, DELIVER,
MORTGAGE OR OTHERWISE ENCUMBER OR DISPOSE OF THE COLLATERAL OR ANY PORTION
THEREOF WITHOUT THE LENDER'S PRIOR WRITTEN CONSENT;
(V)
KEEP THE COLLATERAL FREE AND CLEAR OF ALL LIENS, CHARGES, ENCUMBRANCES,
RESTRICTIONS ON TRANSFER, TAXES AND ASSESSMENTS AND PAY WHEN DUE ALL TAXES,
PAYMENTS AND/OR ASSESSMENTS IN ANY WAY RELATING TO THE COLLATERAL OR ANY PART
THEREOF, EXCEPT TO THE EXTENT THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND THE NON-PAYMENT THEREOF DURING THE
PENDENCY OF SUCH PROCEEDING(S) WILL NOT ADVERSELY AFFECT THE LENDER'S SECURITY
INTEREST IN THE COLLATERAL OR THE PRIORITY THEREOF;
(VI)
KEEP AND MAINTAIN SATISFACTORY, COMPLETE AND CURRENT RECORDS OF THE
COLLATERAL.
UPON REQUEST OF THE LENDER, PLEDGOR WILL PROVIDE THE LENDER WITH
WRITTEN REPORTS OF THE STATUS OF THE COLLATERAL, OR ANY PART THEREOF, AS OF THE
PERIOD SPECIFIED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE LENDER;
AND
(VII) COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS APPLICABLE
TO THE COLLATERAL, WHETHER NOW IN EFFECT OR HEREAFTER ENACTED, AND UPON REQUEST
OF THE LENDER, FURNISH TO THE LENDER EVIDENCE OF SUCH COMPLIANCE THEREWITH.
(G)
EVENTS OF DEFAULT.
FOR PURPOSES OF THIS SECURITY AGREEMENT, EACH OF
THE FOLLOWING SHALL CONSTITUTE AN "EVENT OF DEFAULT" HEREUNDER:
(I)
AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT; OR
(II)
IF ANY REPRESENTATION OR WARRANTY MADE OR GIVEN BY PLEDGOR IN CONNECTION
WITH THIS SECURITY AGREEMENT SHALL PROVE TO HAVE BEEN INCORRECT OR MISLEADING OR
BREACHED IN