Issuer and its property; and (e) all rights of
Borrower under each Issuer Formation Agreement applicable to each Issuer (and
all other agreements, if any, to which Borrower is a party from time to time
which relate to its ownership of the interests in each Issuer), including,
without limitation, all voting and consent rights of Borrower arising thereunder
or otherwise in connection with Borrower's ownership of the interests in each
Issuer.
"Proceeds" shall mean (i) Borrower's share, right, title and interest in and to
all distributions, monies, fees, payments, compensations and proceeds now or
hereafter becoming due and payable to Borrower by any Issuer with respect to the
Pledged Interests whether payable as profits, distributions, asset
distributions, repayment of loans or capital or otherwise and including all
"proceeds" as such term is defined in Section 9-102(a)(64) of the Code; (ii) all
contract rights, general intangibles, claims, powers, privileges, benefits and
remedies of Borrower relating to the foregoing; and (iii) all cash or non-cash
proceeds of any of the foregoing.
"Property" shall have the meaning set forth in the Recitals hereto.
(I)
THE WORDS "HEREOF", "HEREIN" AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND
NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION, SUBSECTION,
SCHEDULE AND EXHIBIT REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE
SPECIFIED.
(II)
THE WORD "INCLUDING" WHEN USED IN THIS AGREEMENT SHALL BE DEEMED
TO BE FOLLOWED BY THE WORDS "BUT NOT LIMITED TO."
2.
PLEDGE; GRANT OF SECURITY INTEREST.
BORROWER, HEREBY PLEDGES AND
GRANTS TO LENDER, AS COLLATERAL SECURITY FOR THE PROMPT AND COMPLETE PAYMENT AND
PERFORMANCE WHEN DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR
OTHERWISE) OF THE DEBT, A FIRST PRIORITY SECURITY INTEREST IN ALL OF BORROWER'S
RIGHT, TITLE AND INTEREST TO THE FOLLOWING (THE "COLLATERAL"):
(I)
ALL PLEDGED INTERESTS;
(II)
ALL RIGHT, TITLE AND INTEREST OF BORROWER IN, TO AND UNDER ANY
POLICY OF INSURANCE PAYABLE BY REASON OF LOSS OR DAMAGE TO THE PLEDGED INTERESTS
AND ANY OTHER COLLATERAL;
(III)
ALL "ACCOUNTS", "GENERAL INTANGIBLES", "INSTRUMENTS" AND
"INVESTMENT PROPERTY" (IN EACH CASE AS DEFINED IN THE CODE) CONSTITUTING OR
RELATING TO THE FOREGOING; AND
(IV)
ANY NET LIQUIDATION PROCEEDS AFTER DEBT SERVICE; AND
(V)
TO THE EXTENT NOT OTHERWISE PART OF THE PLEDGED INTERESTS, ALL
PROCEEDS, INCOME AND PROFITS THEREOF AND ALL PROPERTY RECEIVED IN EXCHANGE OR
SUBSTITUTION THEREOF, OF ANY OF THE FOREGOING PROPERTY OF BORROWER.
Each Issuer has evidenced its acknowledgement and consent to the pledge and
grant given hereby, by execution and delivery of an Acknowledgement and Consent
in the form attached hereto as Exhibit A.
3.
RESERVED.
4.
REPRESENTATIONS AND WARRANTIES.
BORROWER REPRESENTS AND WARRANTS
AS OF THE DATE HEREOF THAT:
(A)
NO AUTHORIZATION, CONSENT OF OR NOTICE TO ANY OTHER PERSON
(INCLUDING, WITHOUT LIMITATION, ANY MEMBER, PARTNER, SHAREHOLDER OR CREDITOR OF
BORROWER OR ISSUER) THAT HAS NOT BEEN OBTAINED, IS REQUIRED IN CONNECTION WITH
THE EXECUTION, DELIVERY, PERFORMANCE, VALIDITY OR ENFORCEABILITY OF THIS