OR OF ANY
AGREEMENT BY WHICH DEBTOR OR THE ISSUER THEREOF IS BOUND.
ALL DOCUMENTARY,
STAMP OR OTHER TAXES OR FEES OWING IN CONNECTION WITH THE ISSUANCE, TRANSFER OR
PLEDGE OF PLEDGED SHARES OR LLC RIGHTS (OR RIGHTS IN RESPECT THEREOF) HAVE BEEN
PAID.
NO RESTRICTIONS OR CONDITIONS EXIST WITH RESPECT TO THE TRANSFER, VOTING
OR CAPITAL OF ANY PLEDGED SHARES OR LLC RIGHTS UNDER THE DOCUMENTATION GOVERNING
SUCH PLEDGED SHARES OR LLC RIGHTS.
THE PLEDGED SHARES AND THE LLC RIGHTS
CONSTITUTE ONE HUNDRED PERCENT (100%) OF THE SHARES OF CAPITAL STOCK OF EACH
ISSUER THAT IS A CORPORATION OR ONE HUNDRED PERCENT (100%) OF THE MEMBERSHIP
INTERESTS OF EACH ISSUER THAT IS A LIMITED LIABILITY COMPANY.
NO ISSUER OF ANY
PLEDGED SHARES OR LLC RIGHTS HAS ANY OUTSTANDING STOCK RIGHTS, RIGHTS TO
SUBSCRIBE, OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES OUTSTANDING OR ANY OTHER
RIGHTS OUTSTANDING WHEREBY ANY PERSON
7
WOULD BE ENTITLED TO HAVE ISSUED TO HIM CAPITAL STOCK OR MEMBERSHIP INTERESTS OF
SUCH ISSUER.
NO ISSUER THAT IS A LIMITED LIABILITY COMPANY HAS MADE ANY CALLS
FOR CAPITAL WHICH HAVE NOT BEEN FULLY PAID BY DEBTOR AND BY EACH OTHER MEMBER OF
SUCH ISSUER.
DEBTOR IS NOT IN DEFAULT UNDER ANY LLC AGREEMENT, NOR IS ANY OTHER
MEMBER OF ANY SUCH ISSUER.
NEITHER THE MAKING OF THIS AGREEMENT NOR THE
EXERCISE OF ANY RIGHTS OR REMEDIES OF SECURED PARTY HEREUNDER WILL CAUSE A
DEFAULT UNDER ANY LLC AGREEMENT.
DEBTOR'S RIGHTS UNDER ANY LLC AGREEMENT ARE
ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS SUCH ENFORCEMENT MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS OF GENERAL APPLICATION
RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS.
THE PLEDGED SHARES DO NOT
CONSTITUTE "MARGIN STOCK" AS SUCH TERM IS DEFINED IN REGULATION U PROMULGATED BY
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
SECTION 3.2.
AFFIRMATIVE COVENANTS.
UNLESS
SECURED PARTY SHALL OTHERWISE CONSENT IN WRITING AFTER HAVING RECEIVED THE
CONSENT OF THE REQUIRED LENDERS, DEBTOR WILL AT ALL TIMES COMPLY WITH THE
COVENANTS CONTAINED IN THIS SECTION 3.2 FROM THE DATE HEREOF AND SO LONG AS ANY
PART OF THE SECURED OBLIGATIONS OR THE COMMITMENT IS OUTSTANDING.
(A)
OWNERSHIP AND LIENS.
DEBTOR WILL MAINTAIN
GOOD AND MARKETABLE TITLE TO ALL COLLATERAL FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES OR ADVERSE CLAIMS, EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS
AGREEMENT AND THE SECURITY INTEREST CREATED BY THE PRUDENTIAL PLEDGE AGREEMENT.
DEBTOR WILL DEFEND SECURED PARTY'S RIGHT, TITLE AND SPECIAL PROPERTY AND
SECURITY INTEREST IN AND TO THE COLLATERAL AGAINST THE CLAIMS OF ANY PERSON.
(B)
FURTHER ASSURANCES.
DEBTOR WILL, AT ITS
REASONABLE EXPENSE AND AT ANY TIME AND FROM TIME TO TIME, PROMPTLY EXECUTE AND
DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION THAT
MAY BE REASONABLY NECESSARY OR THAT SECURED PARTY MAY REASONABLY REQUEST IN
ORDER (I) TO PERFECT AND PROTECT THE SECURITY INTEREST CREATED OR PURPORTED TO
BE CREATED HEREBY AND THE PRIORITY OF SUCH SECURITY INTEREST AS STATED HEREIN;
(II) TO ENABLE SECURED PARTY