ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER
THAN LIENS CREATED PERMITTED PURSUANT TO SECTION 6.02 OF THE LOAN AGREEMENT),
HOWEVER ARISING, OF ALL PERSONS WHOMSOEVER;
(D)
EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE LOAN
DOCUMENTS OR SECURITIES LAWS GENERALLY OR OTHERWISE PERMITTED TO EXIST PURSUANT
TO THE TERMS OF THE LOAN AGREEMENT, THE PLEDGED COLLATERAL IS AND WILL CONTINUE
TO BE FREELY TRANSFERABLE AND ASSIGNABLE, AND NONE OF THE 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 AGENT OF RIGHTS AND REMEDIES HEREUNDER;
(E)
EACH GRANTOR 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 THE VALIDITY OF
THE PLEDGE EFFECTED HEREBY (OTHER THAN SUCH AS HAVE BEEN OBTAINED OR THE FAILURE
OF WHICH TO HAVE BEEN OBTAINED WOULD NOT IMPAIR THE RIGHTS AND REMEDIES OF THE
SECURED PARTIES HEREUNDER IN ANY MATERIAL RESPECT);
8
(G)
BY VIRTUE OF THE EXECUTION AND DELIVERY BY EACH GRANTOR OF THIS
AGREEMENT, WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE AGENT IN ACCORDANCE
WITH THIS AGREEMENT, THE 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 OBLIGATIONS; AND
(H)
THE PLEDGE EFFECTED HEREBY IS EFFECTIVE TO VEST IN THE AGENT, FOR
THE RATABLE BENEFIT OF THE SECURED PARTIES, THE RIGHTS OF THE AGENT IN THE
PLEDGED COLLATERAL AS SET FORTH HEREIN.
SECTION 3.04.
Certification of Limited Liability Company and Limited
Partnership Interests.
Each interest in any limited liability company or
limited partnership that is a Domestic Subsidiary 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 Uniform Commerical Code in effect in the
relevant jurisdiction and shall be governed by Article 8 of such Uniform
Commerical Code.
SECTION 3.05.
Registration in Nominee Name; Denominations.
The Agent, on
behalf of the Secured Parties, shall have the right to hold the Pledged
Securities in the name of the applicable Grantor, endorsed or assigned in blank
or in favor of the Agent or, if an Event of Default shall have occurred and be
continuing, in its own name as pledgee or the name of its nominee (as pledgee or
as sub-agent).
Each Grantor will promptly give to the Agent copies of any
notices or other communications received by it with respect to Pledged
Securities registered in the name of such Grantor.
If an Event of Default shall
have occurred and be continuing, the Agent shall have the