STATEMENT (OR SIMILAR STATEMENT, INSTRUMENT OF REGISTRATION OR PUBLIC NOTICE
UNDER THE LAW OF ANY JURISDICTION) RELATING TO ANY PLEDGED COLLATERAL, EXCEPT
FINANCING STATEMENTS AND OTHER STATEMENTS AND INSTRUMENTS FILED OR TO BE FILED
IN RESPECT OF AND COVERING THE SECURITY INTERESTS GRANTED BY SUCH PLEDGOR TO THE
HOLDER OF THE PERMITTED COLLATERAL LIENS.
SECTION 4.5.
DUE AUTHORIZATION AND ISSUANCE.
ALL OF THE PLEDGED
SECURITIES EXISTING ON THE DATE HEREOF HAVE BEEN, AND TO THE EXTENT ANY PLEDGED
SECURITIES ARE HEREAFTER ISSUED, SUCH PLEDGED SECURITIES WILL BE, UPON SUCH
ISSUANCE, DULY AUTHORIZED, VALIDLY ISSUED AND FULLY PAID AND NON-ASSESSABLE TO
THE EXTENT APPLICABLE.
THERE IS NO AMOUNT OR OTHER OBLIGATION OWING BY ANY
PLEDGOR TO ANY ISSUER OF THE PLEDGED SECURITIES IN EXCHANGE FOR OR IN CONNECTION
WITH THE ISSUANCE OF THE PLEDGED SECURITIES OR ANY PLEDGOR'S STATUS AS A PARTNER
OR A MEMBER OF ANY ISSUER OF THE PLEDGED SECURITIES.
SECTION 4.6.
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 4.7.
PLEDGED COLLATERAL.
ALL INFORMATION SET FORTH HEREIN,
INCLUDING THE SCHEDULES HERETO, AND ALL INFORMATION CONTAINED IN ANY DOCUMENTS,
SCHEDULES AND LISTS 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 PLEDGED COLLATERAL, IS ACCURATE AND
COMPLETE IN ALL MATERIAL RESPECTS.
THE PLEDGED COLLATERAL DESCRIBED ON THE
SCHEDULES TO THE PERFECTION CERTIFICATE CONSTITUTES ALL OF THE PROPERTY OF SUCH
TYPE OF PLEDGED COLLATERAL OWNED OR HELD BY THE PLEDGORS.
SECTION 4.8.
INSURANCE.
IN THE EVENT THAT THE PROCEEDS OF ANY
INSURANCE CLAIM ARE PAID TO ANY PLEDGOR AFTER THE COLLATERAL AGENT HAS EXERCISED
ITS RIGHT TO FORECLOSE AFTER AN EVENT OF DEFAULT, SUCH NET CASH PROCEEDS SHALL
BE HELD IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND IMMEDIATELY AFTER
RECEIPT THEREOF SHALL BE PAID TO THE COLLATERAL AGENT FOR APPLICATION IN
ACCORDANCE WITH THE CREDIT AGREEMENT.
15
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.
PLEDGE OF ADDITIONAL SECURITIES COLLATERAL.
EACH
PLEDGOR SHALL, UPON OBTAINING ANY PLEDGED SECURITIES OR INTERCOMPANY NOTES OF
ANY PERSON, ACCEPT THE SAME IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND
PROMPTLY (BUT IN ANY EVENT WITHIN FIVE DAYS AFTER RECEIPT THEREOF) DELIVER TO
THE COLLATERAL AGENT A PLEDGE AMENDMENT, DULY EXECUTED BY SUCH PLEDGOR, IN
SUBSTANTIALLY THE FORM OF EXHIBIT 1 HERETO (EACH, A "PLEDGE AMENDMENT"), AND THE
CERTIFICATES AND OTHER DOCUMENTS REQUIRED UNDER SECTION 3.1 AND SECTION 3.2
HEREOF IN RESPECT OF THE ADDITIONAL PLEDGED SECURITIES OR INTERCOMPANY