and subject to general
principles of equity.
6.
CERTIFICATION OF LIMITED LIABILITY
COMPANY, LIMITED PARTNERSHIP INTERESTS AND PLEDGED DEBT.
(A)
EXCEPT AS
PROVIDED FOR IN SCHEDULE 5.15 TO THE CREDIT AGREEMENT, THE EQUITY INTERESTS IN
ANY DOMESTIC SUBSIDIARY THAT IS ORGANIZED AS A LIMITED LIABILITY COMPANY OR
LIMITED PARTNERSHIP AND PLEDGED HEREUNDER SHALL BE REPRESENTED BY A CERTIFICATE
AND IN THE ORGANIZATIONAL DOCUMENTS OF SUCH DOMESTIC SUBSIDIARY, THE APPLICABLE
PLEDGOR SHALL CAUSE THE ISSUER OF SUCH INTERESTS TO ELECT TO TREAT SUCH
INTERESTS AS A "SECURITY" WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM
COMMERCIAL CODE OF ITS JURISDICTION OF ORGANIZATION OR FORMATION, AS APPLICABLE,
BY INCLUDING IN ITS ORGANIZATIONAL DOCUMENTS LANGUAGE SUBSTANTIALLY SIMILAR TO
THE FOLLOWING AND, ACCORDINGLY, SUCH INTERESTS SHALL BE GOVERNED BY ARTICLE 8 OF
THE UNIFORM COMMERCIAL CODE:
5
"The Partnership/Company hereby irrevocably elects that all membership interests
in the Partnership/Company shall be securities governed by Article 8 of the
Uniform Commercial Code of [jurisdiction of organization or formation, as
applicable].
Each certificate evidencing partnership/membership interests in
the Partnership/Company shall bear the following legend:
"This certificate
evidences an interest in [name of Partnership/LLC] and shall be a security for
purposes of Article 8 of the Uniform Commercial Code."
No change to this
provision shall be effective until all outstanding certificates have been
surrendered for cancellation and any new certificates thereafter issued shall
not bear the foregoing legend."
(B)
EACH PLEDGOR WILL CAUSE ANY INDEBTEDNESS FOR
BORROWED MONEY IN AN AGGREGATE PRINCIPAL AMOUNT EXCEEDING $5,000,000 OWED TO
SUCH PLEDGOR AND REQUIRED TO BE PLEDGED HEREUNDER PURSUANT TO SECTION 9.12 OF
THE CREDIT AGREEMENT TO BE EVIDENCED BY A DULY EXECUTED PROMISSORY NOTE THAT IS
PLEDGED AND DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS HEREOF.
7.
FURTHER ASSURANCES.
EACH PLEDGOR
AGREES THAT AT ANY TIME AND FROM TIME TO TIME, AT THE EXPENSE OF SUCH PLEDGOR,
IT WILL EXECUTE ANY AND ALL FURTHER DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS
AND INSTRUMENTS, AND TAKE ALL SUCH FURTHER ACTIONS (INCLUDING THE FILING AND
RECORDING OF FINANCING STATEMENTS, FIXTURE FILINGS, MORTGAGES, DEEDS OF TRUST
AND OTHER DOCUMENTS), WHICH MAY BE REQUIRED UNDER ANY APPLICABLE LAW, OR WHICH
THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REASONABLY REQUEST, IN
ORDER (X) TO PERFECT AND PROTECT ANY PLEDGE, ASSIGNMENT OR SECURITY INTEREST
GRANTED OR PURPORTED TO BE GRANTED HEREBY (INCLUDING THE PRIORITY THEREOF) OR
(Y) TO ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND
REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL.
8.
VOTING RIGHTS; DIVIDENDS AND
DISTRIBUTIONS; ETC.
(A)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING:
(I)
EACH PLEDGOR SHALL BE ENTITLED TO
EXERCISE ANY AND ALL VOTING AND OTHER CONSENSUAL RIGHTS PERTAINING TO THE
COLLATERAL OR ANY PART THEREOF FOR ANY PURPOSE NOT PROHIBITED BY THE TERMS OF
THIS PLEDGE AGREEMENT OR THE OTHER CREDIT DOCUMENTS.
(II)
THE ADMINISTRATIVE AGENT SHALL EXECUTE AND
DELIVER (OR CAUSE TO BE EXECUTED AND DELIVERED) TO EACH PLEDGOR ALL SUCH PROXIES
AND OTHER INSTRUMENTS AS