ISSUED BY HOLDINGS, THE PARENT BORROWER OR
ANY SUBSIDIARY, EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE LOAN
DOCUMENTS OR SECURITIES LAWS GENERALLY, SUCH PLEDGED COLLATERAL IS AND WILL
CONTINUE TO BE FREELY TRANSFERABLE AND ASSIGNABLE, AND NONE OF SUCH PLEDGED
COLLATERAL IS OR WILL BE SUBJECT TO ANY OPTION, RIGHT OF FIRST REFUSAL,
SHAREHOLDERS AGREEMENT, CHARTER OR BY-LAW PROVISIONS OR CONTRACTUAL RESTRICTION
OF ANY NATURE THAT MIGHT PROHIBIT, IMPAIR, DELAY OR OTHERWISE AFFECT THE PLEDGE
OF SUCH PLEDGED COLLATERAL HEREUNDER, THE SALE OR DISPOSITION THEREOF PURSUANT
HERETO OR THE EXERCISE BY THE ADMINISTRATIVE AGENT OF RIGHTS AND REMEDIES
HEREUNDER;
(E) EACH OF THE GRANTORS HAS THE POWER AND AUTHORITY TO PLEDGE THE PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER IN THE MANNER HEREBY DONE OR CONTEMPLATED;
(F) NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY, ANY SECURITIES
EXCHANGE OR ANY OTHER PERSON WAS OR IS NECESSARY TO ENSURE THE VALIDITY OF THE
PLEDGE OF ANY PLEDGED COLLATERAL ISSUED BY HOLDINGS, THE PARENT BORROWER OR ANY
SUBSIDIARY EFFECTED HEREBY (OTHER THAN SUCH AS HAVE BEEN OBTAINED AND ARE IN
FULL FORCE AND EFFECT); AND
(G) BY VIRTUE OF THE EXECUTION AND DELIVERY BY THE GRANTORS OF THIS AGREEMENT,
WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE ADMINISTRATIVE AGENT IN
ACCORDANCE WITH THIS AGREEMENT, THE ADMINISTRATIVE AGENT WILL OBTAIN A LEGAL,
VALID AND PERFECTED LIEN UPON AND SECURITY INTEREST IN SUCH PLEDGED SECURITIES
AS SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE SECURED OBLIGATIONS, PRIOR TO
ANY OTHER LIEN ON ANY PLEDGED SECURITIES OTHER THAN PERMITTED ENCUMBRANCES THAT
HAVE PRIORITY AS A MATTER OF LAW.
SECTION 2.04.
CERTIFICATION OF LIMITED LIABILITY COMPANY AND LIMITED
PARTNERSHIP INTERESTS.
EACH INTEREST IN ANY LIMITED LIABILITY COMPANY OR
LIMITED PARTNERSHIP, IN EACH CASE CONTROLLED BY ANY GRANTOR AND PLEDGED
HEREUNDER SHALL BE REPRESENTED BY A CERTIFICATE, SHALL BE A "SECURITY" WITHIN
THE MEANING OF ARTICLE 8 OF THE NEW YORK UCC AND SHALL BE GOVERNED BY ARTICLE 8
OF THE NEW YORK UCC.
SECTION 2.05.
REGISTRATION IN NOMINEE NAME; DENOMINATIONS.
THE ADMINISTRATIVE
AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND
ABSOLUTE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS PLEDGEE,
THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
APPLICABLE GRANTOR, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE
ADMINISTRATIVE AGENT.
EACH GRANTOR WILL PROMPTLY GIVE TO THE ADMINISTRATIVE
AGENT COPIES OF ANY MATERIAL NOTICES OR OTHER MATERIAL COMMUNICATIONS RECEIVED
BY IT WITH RESPECT TO PLEDGED SECURITIES REGISTERED IN THE NAME OF SUCH
GRANTOR.
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, THE ADMINISTRATIVE AGENT SHALL AT ALL TIMES HAVE THE RIGHT TO EXCHANGE
THE
8
CERTIFICATES REPRESENTING PLEDGED SECURITIES FOR CERTIFICATES OF SMALLER OR
LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH THIS AGREEMENT.
SECTION 2.06.
VOTING RIGHTS; DIVIDENDS AND INTEREST.
(A)
UNLESS AND UNTIL AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND THE ADMINISTRATIVE
AGENT SHALL HAVE NOTIFIED THE