rateable
benefit of the Secured Parties, forever; subject, however, to the terms,
covenants and conditions hereinafter set forth.
SECTION 2.02.
DELIVERY OF THE PLEDGED COLLATERAL.
(A)
EACH GRANTOR AGREES
PROMPTLY TO DELIVER OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT ANY AND
ALL PLEDGED SECURITIES.
(B)
EACH GRANTOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY (I) IN THE CASE
OF INDEBTEDNESS OWED TO SUCH GRANTOR BY ANY PERSON OTHER THAN A LOAN PARTY IN
ANY PRINCIPAL AMOUNT IN EXCESS OF $100,000, AND (II) IN THE CASE OF INDEBTEDNESS
OWED TO SUCH GRANTOR BY ANY LOAN PARTY IN ANY PRINCIPAL AMOUNT, TO BE EVIDENCED
BY A DULY EXECUTED PROMISSORY NOTE THAT IS PLEDGED AND DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS HEREOF.
(C)
UPON THE DELIVERY THEREOF TO THE ADMINISTRATIVE AGENT BY ANY LOAN PARTY,
(I) ANY PLEDGED SECURITIES SHALL BE ACCOMPANIED BY STOCK POWERS DULY EXECUTED IN
BLANK OR OTHER INSTRUMENTS OF TRANSFER SATISFACTORY TO THE ADMINISTRATIVE AGENT
AND BY SUCH OTHER INSTRUMENTS AND DOCUMENTS AS THE ADMINISTRATIVE 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 ADMINISTRATIVE 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 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 2.03.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
THE GRANTORS JOINTLY
AND SEVERALLY REPRESENT, WARRANT AND COVENANT TO AND WITH THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THAT:
7
(A)
SCHEDULE II CORRECTLY SETS FORTH THE PERCENTAGE OF THE ISSUED AND
OUTSTANDING UNITS OF EACH CLASS OF THE EQUITY INTERESTS OF THE ISSUER THEREOF
REPRESENTED BY THE PLEDGED STOCK ISSUED BY HOLDINGS, THE PARENT BORROWER OR ANY
SUBSIDIARY AND INCLUDES ALL EQUITY INTERESTS, DEBT SECURITIES AND PROMISSORY
NOTES REQUIRED TO BE PLEDGED HEREUNDER;
(B)
IN THE CASE OF PLEDGED STOCK AND PLEDGED DEBT SECURITIES ISSUED BY
HOLDINGS, THE PARENT BORROWER OR ANY SUBSIDIARY, SUCH PLEDGED STOCK AND PLEDGED
DEBT SECURITIES HAVE BEEN DULY AND VALIDLY AUTHORIZED AND ISSUED BY THE ISSUERS
THEREOF AND (I) IN THE CASE OF PLEDGED 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 OF THE
GRANTORS (I) IS AND, SUBJECT TO ANY TRANSFERS MADE IN COMPLIANCE WITH THE CREDIT
AGREEMENT, WILL CONTINUE TO BE THE DIRECT OWNER, BENEFICIALLY AND OF RECORD, OF