AS OF THE DATE HEREOF, UNCERTIFICATED, AND
ALL CASH, SECURITIES, DIVIDENDS, RIGHTS, AND OTHER PROPERTY AT ANY TIME AND FROM
TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF OR IN
EXCHANGE FOR ANY OR ALL OF THE PLEDGED MEMBERSHIP INTERESTS;
(F)
ALL OF SUCH PLEDGOR'S RIGHT, TITLE AND INTEREST AS A MEMBER IN
EACH LIMITED LIABILITY COMPANY LISTED ON PART B OF SCHEDULE I (THE "LLCS"),
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, INCLUDING ALL OF SUCH PLEDGOR'S RIGHT,
TITLE AND INTEREST IN, TO AND UNDER THE LIMITED LIABILITY COMPANY AGREEMENTS
DESCRIBED ON PART B OF SCHEDULE I (AS SUCH AGREEMENTS HAVE HERETOFORE BEEN AND
MAY HEREAFTER BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME
TO TIME, COLLECTIVELY, THE "LLC AGREEMENTS") TO WHICH IT IS A PARTY (INCLUDING,
THE RIGHT TO VOTE WITH RESPECT TO AND TO MANAGE AND ADMINISTER THE BUSINESS OF
SUCH LLCS) TOGETHER WITH ALL OTHER RIGHTS, INTERESTS, CLAIMS AND OTHER PROPERTY
OF SUCH PLEDGOR IN ANY MANNER ARISING OUT OF OR RELATING TO ITS MEMBERSHIP
INTEREST IN THE LLCS, WHATEVER THEIR RESPECTIVE KIND OR CHARACTER, WHETHER THEY
ARE TANGIBLE OR INTANGIBLE PROPERTY, AND WHERESOEVER THEY MAY EXIST OR BE
LOCATED, AND FURTHER INCLUDING, WITHOUT LIMITATION, AND EXCEPT AS EXPRESSLY
PROVIDED FOR IN SECTION 8, (1) ALL RIGHTS OF SUCH PLEDGOR TO RECEIVE
DISTRIBUTIONS OF ANY KIND, IN CASH OR OTHERWISE, DUE OR TO BECOME DUE UNDER OR
PURSUANT TO EACH SUCH LLC AGREEMENT OR OTHERWISE IN RESPECT OF SUCH LLCS, (2)
ALL RIGHTS OF SUCH PLEDGOR TO RECEIVE PROCEEDS OF ANY INSURANCE, INDEMNITY,
WARRANTY OR GUARANTY WITH RESPECT TO EACH SUCH LLCS, (3) ALL CLAIMS OF SUCH
PLEDGOR FOR DAMAGES ARISING OUT OF, OR FOR THE BREACH OF, OR FOR A DEFAULT
UNDER, EACH SUCH LLC AGREEMENT, (4) ANY CERTIFICATED
SECURITY OR UNCERTIFICATED
SECURITY AS DEFINED IN SECTION 8-102(18) OF THE UCC EVIDENCING ANY OF THE
FOREGOING ISSUED BY SUCH LLCS TO SUCH PLEDGOR, (5) ANY INTEREST OF SUCH PLEDGOR
IN THE ENTRIES ON THE BOOKS OF ANY FINANCIAL INTERMEDIARY PERTAINING TO SUCH
PLEDGOR'S INTEREST AS A MEMBER IN THE LLCS AND (6) TO THE EXTENT NOT INCLUDED IN
THE FOREGOING, ALL PROCEEDS OF ANY AND ALL OF THE FOREGOING; PROVIDED, HOWEVER,
THAT NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY;
(I)
EACH PLEDGOR SHALL REMAIN LIABLE UNDER THE LLC AGREEMENTS TO THE
EXTENT SET FORTH THEREIN TO PERFORM ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER
TO THE SAME EXTENT AS IF THIS PLEDGE AGREEMENT HAD NOT BEEN EXECUTED;
(II)
THE EXERCISE BY THE ADMINISTRATIVE AGENT OF ANY OF ITS RIGHTS
HEREUNDER SHALL NOT RELEASE ANY PLEDGOR FROM ANY OF ITS DUTIES OR OBLIGATIONS
UNDER THE LLC AGREEMENTS (OTHER THAN TO THE EXTENT A PLEDGOR IS PRECLUDED FROM
PERFORMING SUCH DUTIES SOLELY AS A RESULT OF THE ADMINISTRATIVE AGENT'S HAVING
EXERCISED SUCH RIGHTS OR REMEDIES);
(III)
PRIOR TO THE ADMINISTRATIVE AGENT'S EXERCISING ANY OF ITS RIGHTS
HEREUNDER AND CONSISTENT WITH (II) ABOVE, THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY OBLIGATION OR LIABILITY UNDER THE LLC