Collateral Agent, any and
all Pledged Securities; provided that the Grantor shall have no obligation to
deliver any Pledged Debt Securities in an outstanding principal amount of
$500,000 or less; provided, further, that the aggregate principal amount
represented by Pledged Debt Securities that are not delivered to the Agent shall
not exceed $1,000,000 in the aggregate at any time outstanding;
(B)
UPON DELIVERY TO THE AGENT, (I) ANY PLEDGED SECURITIES SHALL BE
ACCOMPANIED BY STOCK OR NOTE POWERS DULY EXECUTED IN BLANK OR OTHER INSTRUMENTS
OF TRANSFER REASONABLY SATISFACTORY TO THE AGENT AND THE GRANTOR AND BY SUCH
OTHER INSTRUMENTS AND DOCUMENTS AS THE AGENT MAY REASONABLY REQUEST AND (II) ALL
OTHER PROPERTY COMPOSING PART OF THE PLEDGED COLLATERAL TO THE EXTENT NECESSARY
OR REASONABLY ADVISABLE TO PERFECT THE SECURITY INTERESTS THEREIN OR ALLOW
REALIZATION OF THE PLEDGED COLLATERAL SHALL BE ACCOMPANIED BY PROPER INSTRUMENTS
OF ASSIGNMENT DULY EXECUTED BY THE APPLICABLE GRANTOR AND SUCH OTHER INSTRUMENTS
OR DOCUMENTS AS THE AGENT MAY REASONABLY REQUEST.
EACH DELIVERY OF PLEDGED
SECURITIES SHALL BE ACCOMPANIED BY A SCHEDULE DESCRIBING THE SECURITIES, WHICH
SCHEDULE SHALL BE ATTACHED HERETO AS SCHEDULE II
7
AND MADE A PART HEREOF; PROVIDED THAT FAILURE TO ATTACH ANY SUCH SCHEDULE HERETO
SHALL NOT AFFECT THE VALIDITY OF SUCH PLEDGE OF SUCH PLEDGED SECURITIES.
EACH
SCHEDULE SO DELIVERED SHALL SUPPLEMENT ANY PRIOR SCHEDULES SO DELIVERED.
SECTION 3.03.
Representations, Warranties and Covenants.
Each Grantor, jointly
with the other Grantors and severally, represent, warrant and covenant to and
with the Agent for the benefit of the Secured Parties that:
(A)
SCHEDULE II CORRECTLY SETS FORTH THE PERCENTAGE OF THE ISSUED AND
OUTSTANDING SHARES OF EACH CLASS OF THE EQUITY INTERESTS OF THE ISSUER THEREOF
REPRESENTED BY THE PLEDGED EQUITY INTERESTS AND INCLUDES ALL EQUITY INTERESTS,
DEBT SECURITIES AND PROMISSORY NOTES REQUIRED TO BE PLEDGED HEREUNDER;
(B)
THE PLEDGED EQUITY INTERESTS AND, TO THE KNOWLEDGE OF THE
BORROWER, PLEDGED DEBT SECURITIES HAVE BEEN DULY AND VALIDLY AUTHORIZED AND
ISSUED BY THE ISSUERS THEREOF AND (I) IN THE CASE OF PLEDGED EQUITY INTERESTS,
ARE FULLY PAID AND NONASSESSABLE AND (II) IN THE CASE OF PLEDGED DEBT
SECURITIES, TO THE KNOWLEDGE OF THE BORROWER, ARE LEGAL, VALID AND BINDING
OBLIGATIONS OF THE ISSUERS THEREOF;
(C)
EACH GRANTOR (I) IS AND, SUBJECT TO ANY TRANSFERS MADE IN
COMPLIANCE WITH THE LOAN AGREEMENT, WILL CONTINUE TO BE THE DIRECT OWNER,
BENEFICIALLY AND OF RECORD, OF THE PLEDGED SECURITIES INDICATED ON SCHEDULE II
AS OWNED BY SUCH GRANTOR, (II) HOLDS THE SAME FREE AND CLEAR OF ALL LIENS, OTHER
THAN LIENS PERMITTED PURSUANT TO SECTION 6.02 OF THE LOAN AGREEMENT, (III) WILL
MAKE NO ASSIGNMENT, PLEDGE, HYPOTHECATION OR TRANSFER OF, OR CREATE OR PERMIT TO
EXIST ANY SECURITY INTEREST IN OR OTHER LIEN ON, THE PLEDGED COLLATERAL, OTHER
THAN LIENS PERMITTED PURSUANT TO SECTION 6.02 OF THE LOAN AGREEMENT AND
(IV) SUBJECT TO THE RIGHTS OF EACH GRANTOR UNDER THE LOAN DOCUMENTS TO DISPOSE
OF PLEDGED COLLATERAL, SUCH GRANTOR WILL USE COMMERCIALLY REASONABLE EFFORTS TO
DEFEND