DAYS AFTER BORROWER'S RECEIPT THEREOF.
4.
POWERS AND TRANSFER INSTRUMENTS.
CONCURRENTLY WITH THE DELIVERY TO THE AGENT OF THIS PLEDGE AGREEMENT AND EACH
CERTIFICATE, IF ANY, REPRESENTING THE PLEDGED INTERESTS, BORROWER SHALL DELIVER
A DULY EXECUTED CONSENT FROM EACH SUBSIDIARY.
5.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS THAT:
A.
EXCEPT FOR ANY CONSENTS AS MAY BE
REQUIRED IN CONNECTION WITH ANY DISPOSITION OF ANY PORTION OF THE COLLATERAL BY
LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY OR AS OTHERWISE
CONTEMPLATED BY THE LOAN AGREEMENT, NO CONSENT OF ANY OTHER PERSON OR ENTITY
(INCLUDING, WITHOUT LIMITATION, ANY OWNER OR CREDITOR OF BORROWER), AND NO
LICENSE, PERMIT, APPROVAL OR AUTHORIZATION OF, EXEMPTION BY, NOTICE OR REPORT
TO, OR REGISTRATION, FILING (OTHER THAN THE FILING OF FINANCING STATEMENTS UNDER
THE UCC IN ORDER TO PERFECT A SECURITY INTEREST IN THAT PORTION OF THE
COLLATERAL IN WHICH A SECURITY INTEREST IS PERFECTED BY FILING) OR DECLARATION
WITH ANY GOVERNMENTAL INSTRUMENTALITY IS REQUIRED IN CONNECTION WITH (I) THE
EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS PLEDGE
AGREEMENT, (II) THE PERFECTION OR MAINTENANCE OF THE SECURITY INTEREST CREATED
HEREBY (INCLUDING THE FIRST PRIORITY NATURE OF SUCH SECURITY INTEREST) OR (III)
THE EXERCISE BY THE AGENT OF ANY RIGHTS PROVIDED FOR IN THIS PLEDGE AGREEMENT;
B.
THE PLEDGED INTERESTS CONSTITUTE ALL OF
THE OWNERSHIP INTERESTS OWNED BY BORROWER IN EACH OF THE SUBSIDIARIES;
C.
ALL THE PLEDGED INTERESTS HAVE BEEN
DULY AND VALIDLY ISSUED AND ARE FULLY PAID.
NO CERTIFICATE OR OTHER INSTRUMENT
HAS BEEN ISSUED AT ANY TIME TO EVIDENCE THE PLEDGED
3
INTERESTS THAT HAS NOT BEEN DELIVERED TO THE AGENT PURSUANT TO SECTION 3 OF THIS
PLEDGE AGREEMENT.
NONE OF THE LIMITED PARTNERSHIP INTERESTS OR THE MEMBERSHIP
INTERESTS COMPRISING THE COLLATERAL ARE DEALT IN OR TRADED ON SECURITIES
EXCHANGES OR IN SECURITIES MARKETS, AND NONE BY ITS TERMS EXPRESSLY PROVIDES
THAT IT IS A SECURITY GOVERNED BY ARTICLE 8 OF THE UCC OR THAT IT IS AN
INVESTMENT COMPANY SECURITY, AND NONE IS HELD IN A SECURITIES ACCOUNT (AS
DEFINED IN SECTION 8-501 OF THE UCC);
D.
BORROWER IS THE SOLE HOLDER OF RECORD
AND SOLE BENEFICIAL OWNER OF, AND HAS GOOD AND VALID TITLE TO, THE PLEDGED
INTERESTS, FREE OF ANY AND ALL LIENS OR OPTIONS IN FAVOR OF, OR CLAIMS OF, ANY
OTHER PERSON, EXCEPT THE LIENS IN EXISTENCE ON THE DATE HEREOF AND DESCRIBED ON
SCHEDULE 1 HERETO ("PERMITTED LIENS") AND THE LIEN CREATED IN FAVOR OF THE AGENT
BY THIS PLEDGE AGREEMENT;
E.
UPON THE FILING OF THE FORM UCC-1
STATEMENTS REFERRED TO IN SECTION 13, THE LIEN GRANTED PURSUANT TO THIS PLEDGE
AGREEMENT WILL CONSTITUTE A VALID, PERFECTED LIEN ON SUCH PLEDGED INTERESTS AND
RELATED COLLATERAL, SUBJECT ONLY TO PERMITTED LIENS, WITH RESPECT TO THAT
PORTION OF THE COLLATERAL IN WHICH A SECURITY INTEREST IS PERFECTED BY THE
FILING OF A FINANCING STATEMENT, ENFORCEABLE AS SUCH AGAINST ALL CREDITORS OF
BORROWER AND ANY PERSONS PURPORTING TO PURCHASE ANY PLEDGED INTERESTS AND
RELATED COLLATERAL FROM