FOR THE SECURITY INTEREST CREATED HEREBY, EACH GRANTOR IS
AND WILL AT ALL TIMES BE THE SOLE HOLDER OF RECORD AND THE LEGAL AND BENEFICIAL
OWNER, FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS, OF THE PLEDGED
INTERESTS INDICATED ON SCHEDULE 1 AS BEING OWNED BY SUCH GRANTOR AND, WHEN
ACQUIRED BY SUCH GRANTOR, ANY PLEDGED INTERESTS ACQUIRED AFTER THE CLOSING DATE;
(I)
ALL OF THE PLEDGED INTERESTS ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY
PAID
7
AND NONASSESSABLE AND THE PLEDGED INTERESTS CONSTITUTE OR WILL CONSTITUTE THE
PERCENTAGE OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE PLEDGED
COMPANIES OF SUCH GRANTOR IDENTIFIED ON SCHEDULE 1 HERETO AS SUPPLEMENTED OR
MODIFIED BY ANY PLEDGED INTERESTS ADDENDUM OR ANY SUPPLEMENT TO THIS AGREEMENT;
(II) SUCH GRANTOR HAS THE RIGHT AND REQUISITE AUTHORITY TO PLEDGE, THE
INVESTMENT RELATED PROPERTY PLEDGED BY SUCH GRANTOR TO AGENT AS PROVIDED HEREIN;
(III) ALL ACTIONS NECESSARY OR DESIRABLE TO PERFECT, ESTABLISH THE FIRST
PRIORITY (SUBJECT TO PERMITTED LIENS) OF, OR OTHERWISE PROTECT, AGENT'S LIENS IN
THE INVESTMENT RELATED COLLATERAL, AND THE PROCEEDS THEREOF, HAVE BEEN DULY
TAKEN, (A) UPON THE EXECUTION AND DELIVERY OF THIS AGREEMENT; (B) UPON THE
TAKING OF POSSESSION BY AGENT OF ANY CERTIFICATES CONSTITUTING THE PLEDGED
INTERESTS, TO THE EXTENT SUCH PLEDGED INTERESTS ARE REPRESENTED BY CERTIFICATES,
TOGETHER WITH UNDATED POWERS ENDORSED IN BLANK BY THE APPLICABLE GRANTOR; (C)
UPON THE FILING OF FINANCING STATEMENTS IN THE APPLICABLE JURISDICTION SET FORTH
ON SCHEDULE 4 ATTACHED HERETO FOR SUCH GRANTOR WITH RESPECT TO THE PLEDGED
INTERESTS OF SUCH GRANTOR THAT ARE NOT REPRESENTED BY CERTIFICATES, AND (D) WITH
RESPECT TO ANY SECURITIES ACCOUNTS, UPON THE DELIVERY OF CONTROL AGREEMENTS WITH
RESPECT THERETO; AND (IV) EACH GRANTOR HAS DELIVERED TO AND DEPOSITED WITH AGENT
(OR, WITH RESPECT TO ANY PLEDGED INTERESTS CREATED AFTER THE CLOSING DATE, WILL
DELIVER AND DEPOSIT IN ACCORDANCE WITH SECTIONS 6 AND 8 HEREOF) ALL CERTIFICATES
REPRESENTING THE PLEDGED INTERESTS OWNED BY SUCH GRANTOR TO THE EXTENT SUCH
PLEDGED INTERESTS ARE REPRESENTED BY CERTIFICATES, AND UNDATED POWERS ENDORSED
IN BLANK WITH RESPECT TO SUCH CERTIFICATES.
(F)
OTHER THAN THE FILING OF FINANCING STATEMENTS, MORTGAGES AND THE
SECURITY AGREEMENTS ATTACHED HERETO AS EXHIBITS A, B AND D AND ANY REQUIREMENT
UNDER APPLICABLE LAW TO REGISTER STOCK, 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 GRANT OF A
SECURITY INTEREST BY SUCH GRANTOR IN AND TO THE COLLATERAL PURSUANT TO THIS
AGREEMENT OR FOR THE EXECUTION, DELIVERY, OR PERFORMANCE OF THIS AGREEMENT BY
SUCH GRANTOR, OR (II) FOR THE EXERCISE BY AGENT OF THE VOTING OR OTHER RIGHTS
PROVIDED FOR IN THIS AGREEMENT WITH RESPECT TO THE INVESTMENT RELATED PROPERTY
OR THE REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT
(X) AS MAY BE REQUIRED IN CONNECTION WITH SUCH DISPOSITION OF INVESTMENT RELATED
PROPERTY BY LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY;