NOT PROVIDED BY ANY PLEDGOR.
SECTION 4.6.
LOCATION OF EQUIPMENT.
IT SHALL NOT MOVE ANY EQUIPMENT
(EXCLUDING MOBILE GOODS) TO ANY LOCATION OTHER THAN ONE WITHIN THE UNITED STATES
UNTIL, WITH RESPECT TO SUCH NEW LOCATION, SUCH PLEDGOR SHALL HAVE TAKEN ALL
ACTION NECESSARY TO MAINTAIN THE PERFECTION AND PRIORITY OF THE SECURITY
INTEREST OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE SENIOR SECURED PARTIES
IN THE PLEDGED COLLATERAL INTENDED TO BE GRANTED HEREBY, INCLUDING USING
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN WAIVERS OF LANDLORD'S OR
WAREHOUSEMEN'S AND/OR BAILEE'S LIENS IF OVER $100,000 WITH RESPECT TO SUCH NEW
LOCATION, IF APPLICABLE; PROVIDED, THAT THIS SECTION 4.6 SHALL NOT APPLY TO
MOBILE GOODS.
SECTION 4.7.
DUE AUTHORIZATION AND ISSUANCE.
ALL OF THE INITIAL PLEDGED
SHARES HAVE BEEN, AND TO THE EXTENT ANY PLEDGED SHARES ARE HEREAFTER ISSUED,
SUCH PLEDGED SHARES WILL BE, UPON SUCH ISSUANCE, DULY AUTHORIZED, VALIDLY ISSUED
AND FULLY PAID AND NON-ASSESSABLE.
ALL OF THE INITIAL PLEDGED INTERESTS HAVE
BEEN FULLY PAID FOR, AND THERE IS NO AMOUNT OR OTHER OBLIGATION OWING BY ANY
PLEDGOR TO ANY ISSUER OF THE INITIAL PLEDGED INTERESTS IN EXCHANGE FOR OR IN
CONNECTION WITH THE ISSUANCE OF THE INITIAL PLEDGED INTERESTS.
SECTION 4.8.
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, 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 4.9.
COLLATERAL.
ALL INFORMATION SET FORTH HEREIN, INCLUDING THE
SCHEDULES ANNEXED HERETO, AND ALL INFORMATION CONTAINED IN ANY DOCUMENTS,
SCHEDULES AND LISTS
19
HERETOFORE DELIVERED TO ANY SECURED PARTY, INCLUDING THE PERFECTION CERTIFICATE
AND THE SCHEDULES THERETO, IN CONNECTION WITH THIS AGREEMENT, IN EACH CASE,
RELATING TO THE COLLATERAL, IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
SECTION 4.10.
INSURANCE.
IN THE EVENT THAT THE PROCEEDS OF ANY INSURANCE
CLAIM ARE PAID AFTER THE COLLATERAL AGENT HAS EXERCISED ITS RIGHT TO FORECLOSE
AFTER AN EVENT OF DEFAULT, SUCH NET CASH PROCEEDS SHALL BE PAID TO THE
COLLATERAL AGENT TO SATISFY ANY DEFICIENCY REMAINING AFTER SUCH FORECLOSURE.
SECTION 4.11.
PAYMENT OF TAXES; COMPLIANCE WITH LAWS; CONTESTING LIENS;
CLAIMS.
EACH PLEDGOR REPRESENTS AND WARRANTS THAT ALL CLAIMS IMPOSED UPON OR
ASSESSED AGAINST THE COLLATERAL HAVE BEEN PAID AND DISCHARGED EXCEPT TO THE
EXTENT SUCH CLAIMS CONSTITUTE A LIEN NOT YET DUE AND PAYABLE WHICH IS A
CONTESTED LIEN OR A PERMITTED COLLATERAL LIEN.
EACH PLEDGOR SHALL COMPLY WITH
ALL REQUIREMENTS OF LAW APPLICABLE TO THE COLLATERAL THE FAILURE TO COMPLY WITH
WHICH WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
EACH PLEDGOR MAY AT ITS OWN EXPENSE CONTEST THE VALIDITY, AMOUNT OR
APPLICABILITY OF ANY CLAIMS SO