LIEN THEREON GRANTED TO THE COLLATERAL AGENT AND THE PRIORITY
THEREOF AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS, AT ITS OWN COST AND
EXPENSE, AT ANY TIME CLAIMING ANY INTEREST THEREIN ADVERSE TO THE COLLATERAL
AGENT OR ANY OTHER SECURED PARTY OTHER THAN PERMITTED COLLATERAL LIENS.
THERE
IS NO AGREEMENT, ORDER, JUDGMENT OR DECREE, AND NO PLEDGOR SHALL ENTER INTO ANY
AGREEMENT OR TAKE ANY OTHER ACTION, THAT WOULD RESTRICT THE TRANSFERABILITY OF
ANY OF THE PLEDGED COLLATERAL OR OTHERWISE IMPAIR OR CONFLICT WITH SUCH
PLEDGOR'S OBLIGATIONS OR THE RIGHTS OF THE COLLATERAL AGENT HEREUNDER.
SECTION 4.4.
OTHER FINANCING
STATEMENTS.
IT HAS NOT FILED, NOR AUTHORIZED ANY THIRD PARTY TO FILE (NOR WILL
THERE BE), ANY VALID OR EFFECTIVE FINANCING STATEMENT (OR SIMILAR STATEMENT,
INSTRUMENT OF REGISTRATION OR PUBLIC NOTICE UNDER THE LAW OF ANY JURISDICTION)
COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY KIND IN THE PLEDGED
COLLATERAL, EXCEPT SUCH AS HAVE BEEN FILED IN FAVOR OF THE COLLATERAL AGENT
PURSUANT TO THIS AGREEMENT OR IN FAVOR OF ANY HOLDER OF A PERMITTED COLLATERAL
LIEN WITH RESPECT TO SUCH PERMITTED COLLATERAL LIEN OR FINANCING STATEMENTS OR
PUBLIC NOTICES RELATING TO THE TERMINATION STATEMENTS LISTED ON SCHEDULE 9 TO
THE PERFECTION CERTIFICATE.
NO PLEDGOR SHALL EXECUTE, AUTHORIZE OR PERMIT TO BE
FILED IN ANY PUBLIC OFFICE ANY FINANCING STATEMENT (OR SIMILAR STATEMENT,
INSTRUMENT OF REGISTRATION OR PUBLIC NOTICE UNDER THE LAW OF ANY JURISDICTION)
RELATING TO ANY PLEDGED COLLATERAL, EXCEPT FINANCING STATEMENTS AND OTHER
STATEMENTS AND INSTRUMENTS FILED OR TO BE FILED IN RESPECT OF AND COVERING THE
SECURITY INTERESTS GRANTED BY SUCH PLEDGOR TO THE HOLDER OF THE PERMITTED
COLLATERAL LIENS.
SECTION 4.5.
DUE AUTHORIZATION AND
ISSUANCE.
ALL OF THE PLEDGED SECURITIES EXISTING ON THE DATE HEREOF HAVE BEEN,
AND TO THE EXTENT ANY PLEDGED SECURITIES ARE HEREAFTER ISSUED, SUCH PLEDGED
SECURITIES WILL BE, UPON SUCH ISSUANCE, DULY AUTHORIZED, VALIDLY ISSUED AND
FULLY PAID AND NON-ASSESSABLE TO THE EXTENT APPLICABLE.
THERE IS NO AMOUNT OR
OTHER OBLIGATION OWING BY ANY PLEDGOR TO ANY ISSUER OF THE PLEDGED SECURITIES IN
EXCHANGE FOR OR IN CONNECTION WITH THE ISSUANCE OF THE PLEDGED SECURITIES OR ANY
PLEDGOR'S STATUS AS A PARTNER OR A MEMBER OF ANY ISSUER OF THE PLEDGED
SECURITIES.
SECTION 4.6.
CONSENTS, ETC.
IN THE
EVENT THAT THE COLLATERAL AGENT DESIRES TO EXERCISE ANY REMEDIES, VOTING OR
CONSENSUAL RIGHTS OR ATTORNEY-IN-FACT POWERS SET FORTH IN THIS AGREEMENT AND
DETERMINES IT NECESSARY TO OBTAIN ANY APPROVALS OR CONSENTS OF ANY GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON THEREFOR, THEN, UPON THE REASONABLE REQUEST OF THE
COLLATERAL AGENT,
14
SUCH PLEDGOR AGREES TO USE ITS BEST EFFORTS TO ASSIST AND AID THE COLLATERAL
AGENT TO OBTAIN AS SOON AS PRACTICABLE ANY NECESSARY APPROVALS OR CONSENTS FOR
THE EXERCISE OF ANY SUCH REMEDIES, RIGHTS AND POWERS.
SECTION 4.7.
PLEDGED COLLATERAL.
ALL
INFORMATION SET FORTH HEREIN, INCLUDING THE SCHEDULES HERETO, AND ALL
INFORMATION CONTAINED IN ANY DOCUMENTS, SCHEDULES AND LISTS HERETOFORE DELIVERED
TO ANY SECURED PARTY, INCLUDING THE PERFECTION CERTIFICATE AND THE