UPON DELIVERY TO THE COLLATERAL AGENT, (I) ANY PLEDGED SECURITIES SHALL BE
ACCOMPANIED BY STOCK POWERS DULY EXECUTED IN BLANK OR OTHER INSTRUMENTS OF
TRANSFER SATISFACTORY TO THE COLLATERAL AGENT AND BY SUCH OTHER INSTRUMENTS AND
DOCUMENTS AS THE COLLATERAL AGENT MAY REASONABLY REQUEST AND (II) ALL OTHER
PROPERTY COMPRISING PART 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 COLLATERAL AGENT MAY REASONABLY
REQUEST. EACH DELIVERY OF PLEDGED SECURITIES AFTER THE DATE OF THIS AGREEMENT
SHALL BE ACCOMPANIED BY A SCHEDULE DESCRIBING THE PLEDGED SECURITIES SO
DELIVERED, WHICH SCHEDULE SHALL BE ATTACHED HERETO AND SHALL BECOME PART OF
SCHEDULE II HERETO; PROVIDED THAT FAILURE TO ATTACH ANY SUCH SCHEDULE SHALL NOT
AFFECT THE VALIDITY OF THE PLEDGE OF SUCH PLEDGED SECURITIES.
(D)
THE ASSIGNMENT, PLEDGES AND SECURITY INTERESTS GRANTED IN SECTION 2.01 ARE
GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE COLLATERAL AGENT OR ANY OTHER
SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY OBLIGATION OR LIABILITY OF
ANY GRANTOR WITH RESPECT TO OR ARISING OUT OF THE PLEDGED COLLATERAL.
SECTION 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS. THE GRANTORS JOINTLY
AND SEVERALLY REPRESENT, WARRANT AND COVENANT TO AND WITH THE COLLATERAL AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, THAT:
(A) SCHEDULE II SETS FORTH, AS OF THE DATE HEREOF, A TRUE AND COMPLETE LIST,
WITH RESPECT TO EACH GRANTOR, OF (I) ALL THE CAPITAL STOCK OWNED BY SUCH
GRANTOR, SETTING FORTH THE PERCENTAGE OF THE ISSUED AND OUTSTANDING UNITS OF
EACH CLASS OF THE CAPITAL STOCK OF THE ISSUER THEREOF SO OWNED BY SUCH GRANTOR
AND THE NUMBER OF EACH CERTIFICATE REPRESENTING THE SAME, AND (II) ALL DEBT
SECURITIES OWNED BY SUCH GRANTOR, SETTING FORTH ALL PROMISSORY NOTES AND OTHER
INSTRUMENTS EVIDENCING THE SAME;
(B) THE PLEDGED CAPITAL STOCK AND PLEDGED DEBT SECURITIES HAVE BEEN DULY AND
VALIDLY AUTHORIZED AND ISSUED BY THE ISSUERS THEREOF AND (I) IN THE CASE OF
PLEDGED CAPITAL STOCK, ARE FULLY PAID AND NONASSESSABLE AND (II) IN THE CASE OF
PLEDGED DEBT SECURITIES, ARE LEGAL, VALID AND BINDING OBLIGATIONS OF THE ISSUERS
THEREOF, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW;
(C) EXCEPT FOR THE SECURITY INTERESTS GRANTED HEREUNDER, EACH GRANTOR (I) IS
AND, SUBJECT TO ANY TRANSFERS MADE IN COMPLIANCE WITH THE INDENTURE, 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 CREATED BY THIS AGREEMENT,
OTHER PERMITTED
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LIENS AND TRANSFERS MADE IN COMPLIANCE WITH THE INDENTURE, AND (III) WILL DEFEND
ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER THAN
THE LIEN CREATED BY THIS AGREEMENT AND OTHER PERMITTED LIENS), HOWEVER, ARISING,