RESPECT OF OR IN EXCHANGE FOR ANY OR ALL
OF SUCH MEMBERSHIP INTERESTS.
3.
SECURITY FOR OBLIGATIONS.
THIS AGREEMENT SECURES, AND THE PLEDGED
COLLATERAL IS SECURITY FOR, THE PROMPT PAYMENT IN FULL WHEN DUE, WHETHER AT
STATED MATURITY, BY ACCELERATION OR OTHERWISE, AND PERFORMANCE OF ALL
OBLIGATIONS OF ANY KIND UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND ALL OBLIGATIONS OF PLEDGOR NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL FEES, COSTS AND EXPENSES
WHETHER IN CONNECTION WITH COLLECTION ACTIONS HEREUNDER OR OTHERWISE
(COLLECTIVELY, THE "SECURED OBLIGATIONS").
4.
DELIVERY OF PLEDGED COLLATERAL.
ALL CERTIFICATES, IF ANY, EVIDENCING THE
PLEDGED COLLATERAL SHALL BE DELIVERED TO AND HELD BY LENDER, PURSUANT HERETO.
ALL PLEDGED INTERESTS SHALL BE ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF
TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER.
5.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS TO LENDER
THAT:
(A)
PLEDGOR IS, AND AT THE TIME OF DELIVERY OF THE PLEDGED INTERESTS TO LENDER
WILL BE, THE SOLE HOLDER OF RECORD AND THE SOLE BENEFICIAL OWNER OF SUCH PLEDGED
COLLATERAL PLEDGED BY PLEDGOR FREE AND CLEAR OF ANY LIEN OR SECURITY INTEREST
THEREON OR AFFECTING THE TITLE THERETO, EXCEPT FOR THE RIGHT OF FIRST REFUSAL
AND THE LIEN AND SECURITY INTEREST CREATED BY THIS AGREEMENT;
(B)
ALL OF THE PLEDGED INTERESTS HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED;
(C)
SUBJECT TO THE RIGHT OF FIRST REFUSAL, PLEDGOR HAS THE RIGHT AND REQUISITE
AUTHORITY TO PLEDGE, ASSIGN, TRANSFER, DELIVER, DEPOSIT AND SET OVER THE PLEDGED
COLLATERAL PLEDGED BY PLEDGOR TO LENDER AS PROVIDED HEREIN;
2
(D)
NONE OF THE PLEDGED INTERESTS 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;
(E)
ALL OF THE PLEDGED INTERESTS ARE PRESENTLY OWNED BY PLEDGOR, AND ARE
PRESENTLY REPRESENTED BY THE CERTIFICATES, IF ANY, LISTED ON SCHEDULE I HERETO.
AS OF THE DATE HEREOF, EXCEPT FOR THE RIGHT OF FIRST REFUSAL AND THE PROVISIONS
OF THE MEMBER CONTROL AGREEMENT, THERE ARE NO EXISTING OPTIONS, WARRANTS, CALLS
OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO THE PLEDGED INTERESTS;
(F)
EXCEPT FOR THE MRC STATEMENT AND THE MTR-HARNESS CONSENT, BOTH OF WHICH
HAVE BEEN RECEIVED, AND THE RIGHT OF FIRST REFUSAL, NO CONSENT, APPROVAL,
AUTHORIZATION OR OTHER ORDER OR OTHER ACTION BY, AND NO NOTICE TO OR FILING
WITH, ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED (I) FOR THE
PLEDGE BY PLEDGOR OF THE PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT OR FOR
THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY PLEDGOR, OR (II) FOR
THE EXERCISE BY LENDER OF ANY RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE
REMEDIES IN RESPECT OF THE PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT
AS MAY BE REQUIRED IN CONNECTION WITH SUCH DISPOSITION BY LAWS AFFECTING THE
OFFERING AND SALE OF SECURITIES GENERALLY;
(G)
THE PLEDGE, ASSIGNMENT AND DELIVERY OF THE PLEDGED COLLATERAL