OF ATTORNEY
SET FORTH IN SECTION 6.01.
Section 4.05
Pledged Equity Interests.
(A)
REPRESENTATIONS AND WARRANTIES. EACH GRANTOR HEREBY REPRESENTS AND
WARRANTS, ON THE CLOSING DATE AND ON EACH CREDIT DATE, THAT:
(I)
SCHEDULE 4.05(A) (AS SUCH SCHEDULE MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) SETS FORTH UNDER THE HEADINGS "PLEDGED STOCK, "PLEDGED LLC
INTERESTS," "PLEDGED PARTNERSHIP INTERESTS" AND "PLEDGED TRUST INTERESTS,"
RESPECTIVELY, ALL OF THE PLEDGED STOCK, PLEDGED LLC INTERESTS, PLEDGED
PARTNERSHIP INTERESTS AND PLEDGED TRUST INTERESTS OWNED BY ANY GRANTOR AND SUCH
PLEDGED EQUITY INTERESTS CONSTITUTE THE PERCENTAGE OF ISSUED AND OUTSTANDING
SHARES OF STOCK, PERCENTAGE OF MEMBERSHIP INTERESTS, PERCENTAGE OF PARTNERSHIP
INTERESTS OR PERCENTAGE OF BENEFICIAL INTEREST OF THE RESPECTIVE ISSUERS THEREOF
INDICATED ON SUCH SCHEDULE;
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.05(B), IT HAS NOT ACQUIRED ANY
EQUITY INTERESTS OF ANOTHER ENTITY OR SUBSTANTIALLY ALL THE ASSETS OF ANOTHER
ENTITY WITHIN THE PAST FIVE (5) YEARS;
14
(III)
IT IS THE RECORD AND BENEFICIAL OWNER OF THE PLEDGED EQUITY
INTERESTS FREE OF ALL LIENS, RIGHTS OR CLAIMS OF OTHER PERSONS OTHER THAN
PERMITTED LIENS AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR OTHER RIGHTS
TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS OUTSTANDING WITH
RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT REQUIRES THE ISSUANCE
OR SALE OF, ANY PLEDGED EQUITY INTERESTS;
(IV)
WITHOUT LIMITING THE GENERALITY OF SECTION 4.01(A)(V), NO CONSENT
OF ANY PERSON INCLUDING ANY OTHER GENERAL OR LIMITED PARTNER, ANY OTHER MEMBER
OF A LIMITED LIABILITY COMPANY, ANY OTHER SHAREHOLDER OR ANY OTHER TRUST
BENEFICIARY IS NECESSARY OR DESIRABLE IN CONNECTION WITH THE CREATION,
PERFECTION OR FIRST PRIORITY STATUS OF THE SECURITY INTEREST OF THE COLLATERAL
AGENT IN ANY PLEDGED EQUITY INTERESTS OR THE EXERCISE BY THE COLLATERAL AGENT OF
THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE EXERCISE OF
REMEDIES IN RESPECT THEREOF; AND
(V)
NONE OF THE PLEDGED LLC INTERESTS NOR PLEDGED PARTNERSHIP
INTERESTS ARE OR REPRESENT INTERESTS IN ISSUERS THAT:
(A) ARE REGISTERED AS
INVESTMENT COMPANIES, (B) ARE DEALT IN OR TRADED ON SECURITIES EXCHANGES OR
MARKETS OR (C) HAVE OPTED TO BE TREATED AS SECURITIES UNDER THE UNIFORM
COMMERCIAL CODE OF ANY JURISDICTION.
(B)
COVENANTS AND AGREEMENTS. EACH GRANTOR HEREBY COVENANTS AND AGREES
THAT:
(I)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, IT
SHALL NOT VOTE TO ENABLE OR TAKE ANY OTHER ACTION TO:
(A) AMEND, WAIVE ANY
DEFAULT UNDER, BREACH, OR TERMINATE ANY PARTNERSHIP AGREEMENT, LIMITED LIABILITY
COMPANY AGREEMENT, CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS IN ANY WAY THAT ADVERSELY AFFECTS THE VALIDITY, PERFECTION OR PRIORITY
OF THE COLLATERAL AGENT'S SECURITY INTEREST, (B) OTHER THAN AS PERMITTED UNDER
THE CREDIT AGREEMENT, PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO
DISPOSE OF ALL OR A MATERIAL PORTION OF THEIR ASSETS, OR (C) CAUSE ANY ISSUER OF
ANY PLEDGED PARTNERSHIP INTERESTS OR PLEDGED LLC INTERESTS WHICH ARE NOT
SECURITIES (FOR PURPOSES OF THE UCC) ON THE DATE HEREOF TO ELECT OR OTHERWISE
TAKE ANY