NOTICE THEREOF
TO THE GRANTORS, TO SUPPLEMENT THIS AGREEMENT BY SUPPLEMENTING SCHEDULE "1" OR
ADDING ADDITIONAL SCHEDULES HERETO TO IDENTIFY SPECIFICALLY ANY ASSET OR ITEM
THAT MAY CONSTITUTE COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, INDUSTRIAL DESIGNS
OR MATERIAL TRADEMARKS; PROVIDED THAT ANY GRANTOR SHALL WITHIN 10 DAYS AFTER IT
HAS BEEN NOTIFIED BY THE ADMINISTRATIVE AGENT OF THE SPECIFIC IDENTIFICATION OF
SUCH COLLATERAL, ADVISE THE ADMINISTRATIVE AGENT IN WRITING OF ANY SCHEDULE "1"
INACCURACY OF THE REPRESENTATIONS AND WARRANTIES MADE BY SUCH GRANTOR HEREUNDER
WITH RESPECT TO SUCH COLLATERAL.
SECTION 4.12
PLEDGED COLLATERAL.
(A)
SUBJECT TO SECTION 4.04 AND SECTION 4.12, IF ANY GRANTOR SHALL
RECEIVE OR BECOME ENTITLED TO RECEIVE ANY PLEDGED COLLATERAL AFTER THE CLOSING
DATE, IT SHALL DELIVER TO THE ADMINISTRATIVE AGENT (I) A DULY EXECUTED PLEDGED
COLLATERAL ADDENDUM IDENTIFYING SUCH PLEDGED COLLATERAL; (II) TO THE EXTENT SUCH
PLEDGED COLLATERAL IS
17
REPRESENTED BY CERTIFICATES OR PROMISSORY NOTES, SUCH CERTIFICATES OR PROMISSORY
NOTES, TOGETHER WITH UNDATED POWERS OF TRANSFER FORMS ENDORSED IN BLANK BY SUCH
GRANTOR, AND (III) TO THE EXTENT SUCH PLEDGED COLLATERAL IS NOT CERTIFICATED, AN
EXECUTED CONTROL AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT.
(B)
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, EACH
GRANTOR SHALL PROMPTLY DELIVER TO THE ADMINISTRATIVE AGENT A COPY OF EACH
MATERIAL WRITTEN NOTICE OR OTHER MATERIAL WRITTEN COMMUNICATION RECEIVED BY IT
IN RESPECT OF ANY PLEDGED COLLATERAL.
(C)
NO GRANTOR SHALL MAKE OR CONSENT TO ANY AMENDMENT OR OTHER
MODIFICATION OR WAIVER WITH RESPECT TO ANY PLEDGED COLLATERAL, PLEDGED OPERATING
AGREEMENT, OR PLEDGED PARTNERSHIP AGREEMENT, OR ENTER INTO ANY AGREEMENT OR
AGREE TO ANY RESTRICTION WITH RESPECT TO ANY PLEDGED COLLATERAL WHICH WOULD
MATERIALLY ADVERSELY AFFECT EITHER THE RIGHTS OF THE ADMINISTRATIVE AGENT OR THE
OTHER CREDIT PARTIES PURSUANT TO THE LOAN DOCUMENTS OR THE VALUE OF THE PLEDGED
COLLATERAL, OR THAT WOULD RESULT IN A MATERIAL VIOLATION OF ANY PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(D)
EACH GRANTOR AGREES THAT IT WILL ASSIST THE ADMINISTRATIVE AGENT
IN OBTAINING ALL NECESSARY APPROVALS AND MAKING ALL NECESSARY FILINGS UNDER
FEDERAL, STATE, LOCAL, PROVINCIAL, TERRITORIAL, OR FOREIGN LAW IN CONNECTION
WITH THE ADMINISTRATIVE AGENT'S LIENS ON THE PLEDGED COLLATERAL OR ANY SALE OR
TRANSFER THEREOF.
(E)
AS TO ALL LIMITED LIABILITY COMPANY OR PARTNERSHIP INTERESTS OWNED
BY A GRANTOR AND ISSUED UNDER ANY PLEDGED OPERATING AGREEMENT OR PLEDGED
PARTNERSHIP AGREEMENT WHICH ARE NOT CERTIFICATED (THE "UNCERTIFICATED
INTERESTS"), EACH GRANTOR HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT SUCH
UNCERTIFICATED INTERESTS ISSUED PURSUANT TO SUCH AGREEMENT (A) ARE NOT AND SHALL
NOT BE DEALT IN OR TRADED ON SECURITIES EXCHANGES OR IN SECURITIES MARKETS,
(B) DO NOT AND WILL NOT CONSTITUTE INVESTMENT COMPANY SECURITIES, AND (C) ARE
NOT AND WILL NOT BE HELD BY SUCH GRANTOR IN A SECURITIES ACCOUNT.
IN ADDITION,
NONE OF THE PLEDGED OPERATING AGREEMENTS, THE PLEDGED PARTNERSHIP AGREEMENTS, OR
ANY OTHER AGREEMENTS GOVERNING ANY OF THE UNCERTIFICATED INTERESTS ISSUED UNDER
ANY PLEDGED OPERATING AGREEMENT OR PLEDGED PARTNERSHIP AGREEMENT, PROVIDES OR
SHALL