OF
THIS AGREEMENT SHALL BE ACCOMPANIED BY A SCHEDULE DESCRIBING THE PLEDGED
SECURITIES SO DELIVERED, WHICH SCHEDULE SHALL BE ATTACHED HERETO AND SHALL
BECOME PART OF SCHEDULE II HERETO; PROVIDED THAT FAILURE TO ATTACH ANY SUCH
SCHEDULE SHALL NOT AFFECT THE VALIDITY OF THE PLEDGE OF SUCH PLEDGED SECURITIES.
(D)
THE ASSIGNMENT, PLEDGES AND SECURITY INTERESTS GRANTED IN SECTION 3.01 ARE
GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE ADMINISTRATIVE AGENT OR ANY
OTHER SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY OBLIGATION OR
LIABILITY OF ANY US GRANTOR WITH RESPECT TO OR ARISING OUT OF THE PLEDGED
COLLATERAL.
11
SECTION 3.03. REPRESENTATIONS, WARRANTIES AND COVENANTS. THE US GRANTORS JOINTLY
AND SEVERALLY REPRESENT, WARRANT AND COVENANT TO AND WITH THE ADMINISTRATIVE
AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THAT:
(A) SCHEDULE II SETS FORTH, AS OF THE DATE HEREOF, A TRUE AND COMPLETE LIST,
WITH RESPECT TO EACH US GRANTOR, OF (I) ALL THE EQUITY INTERESTS OWNED BY SUCH
US GRANTOR, SETTING FORTH THE PERCENTAGE OF THE ISSUED AND OUTSTANDING UNITS OF
EACH CLASS OF THE EQUITY INTERESTS OF THE ISSUER THEREOF SO OWNED BY SUCH US
GRANTOR AND THE NUMBER OF EACH CERTIFICATE REPRESENTING THE SAME, AND (II) ALL
DEBT SECURITIES OWNED BY SUCH US GRANTOR, SETTING FORTH ALL PROMISSORY NOTES AND
OTHER INSTRUMENTS EVIDENCING THE SAME;
(B) THE PLEDGED EQUITY INTERESTS AND PLEDGED DEBT SECURITIES HAVE BEEN DULY AND
VALIDLY AUTHORIZED AND ISSUED BY THE ISSUERS THEREOF AND (I) IN THE CASE OF
PLEDGED EQUITY INTERESTS, ARE FULLY PAID AND NONASSESSABLE AND (II) IN THE CASE
OF PLEDGED DEBT SECURITIES, ARE LEGAL, VALID AND BINDING OBLIGATIONS OF THE
ISSUERS THEREOF, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW;
(C) EXCEPT FOR THE SECURITY INTERESTS GRANTED HEREUNDER, EACH US GRANTOR (I) IS
AND, SUBJECT TO ANY TRANSFERS MADE IN COMPLIANCE WITH THE CREDIT AGREEMENT, WILL
CONTINUE TO BE THE DIRECT OWNER, BENEFICIALLY AND OF RECORD, OF THE PLEDGED
SECURITIES INDICATED ON SCHEDULE II AS OWNED BY SUCH US GRANTOR, (II) HOLDS THE
SAME FREE AND CLEAR OF ALL LIENS, OTHER THAN LIENS CREATED BY THIS AGREEMENT,
LIENS CREATED BY THE SENIOR NOTES DOCUMENTS, PERMITTED ENCUMBRANCES AND
TRANSFERS MADE IN COMPLIANCE WITH THE CREDIT AGREEMENT, AND (III) WILL DEFEND
ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER THAN
THE LIEN CREATED BY THIS AGREEMENT, LIENS CREATED BY THE SENIOR NOTES DOCUMENTS
AND PERMITTED ENCUMBRANCES), HOWEVER, ARISING, OF ALL PERSONS WHOMSOEVER;
(D) EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE LOAN DOCUMENTS, THE
SENIOR NOTES DOCUMENTS, THE INTERCREDITOR AGREEMENT OR SECURITIES LAWS
GENERALLY, (I) THE PLEDGED COLLATERAL IS AND WILL CONTINUE TO BE FREELY
TRANSFERABLE AND ASSIGNABLE AND (II) NONE OF THE PLEDGED COLLATERAL IS OR WILL
BE SUBJECT TO ANY OPTION, RIGHT OF FIRST REFUSAL, SHAREHOLDERS AGREEMENT,
CHARTER OR BYLAW PROVISIONS OR CONTRACTUAL RESTRICTION