RIGHTS IN EACH ITEM OF PLEDGED COLLATERAL PLEDGED BY IT HEREUNDER,
FREE AND CLEAR OF ANY AND ALL LIENS OR CLAIMS OF OTHERS.
IN ADDITION, NO LIENS
OR CLAIMS EXIST ON THE SECURITIES COLLATERAL, OTHER THAN AS PERMITTED BY
SECTION 10.01 OF THE CREDIT AGREEMENT.
SECTION 4.2.
VALIDITY OF SECURITY INTEREST.
THE SECURITY INTEREST
IN AND LIEN ON THE PLEDGED COLLATERAL GRANTED TO THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES HEREUNDER CONSTITUTES (A) A LEGAL AND VALID
SECURITY INTEREST IN ALL THE PLEDGED COLLATERAL SECURING THE PAYMENT AND
PERFORMANCE OF THE SECURED OBLIGATIONS, AND (B) SUBJECT TO THE FILINGS AND OTHER
ACTIONS DESCRIBED IN SCHEDULE 7 TO THE PERFECTION CERTIFICATE (TO THE EXTENT
REQUIRED TO BE LISTED ON THE SCHEDULES TO THE PERFECTION CERTIFICATE AS OF THE
DATE THIS REPRESENTATION IS MADE OR DEEMED MADE), A PERFECTED SECURITY INTEREST
IN ALL THE PLEDGED COLLATERAL THAT CAN BE PERFECTED EITHER BY DELIVERY OF
CERTIFICATES OR INSTRUMENTS OR THE FILING OF UCC FINANCING STATEMENTS.
THE
SECURITY INTEREST AND LIEN GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES PURSUANT TO THIS AGREEMENT IN AND ON THE PLEDGED COLLATERAL
WILL AT ALL TIMES CONSTITUTE A PERFECTED (TO THE EXTENT PERFECTABLE BY THE
FILING OF UCC FINANCING STATEMENTS OR DELIVERY OF INSTRUMENTS OR CERTIFICATES),
CONTINUING SECURITY INTEREST THEREIN, PRIOR TO ALL OTHER LIENS ON THE PLEDGED
COLLATERAL EXCEPT FOR PERMITTED COLLATERAL LIENS.
SECTION 4.3.
DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED
COLLATERAL.
SUBJECT TO SECTION 9.08 AND 9.09 OF THE CREDIT AGREEMENT, EACH
PLEDGOR SHALL, AT ITS OWN COST AND EXPENSE, DEFEND TITLE TO THE PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER AND THE SECURITY INTEREST THEREIN AND LIEN
THEREON GRANTED TO THE COLLATERAL AGENT AND THE PRIORITY THEREOF AGAINST ALL
CLAIMS AND DEMANDS OF ALL PERSONS, AT ITS OWN COST AND EXPENSE, AT ANY TIME
CLAIMING ANY INTEREST THEREIN ADVERSE TO THE COLLATERAL AGENT OR ANY OTHER
SECURED PARTY OTHER THAN PERMITTED COLLATERAL LIENS.
THERE IS NO AGREEMENT,
ORDER, JUDGMENT OR DECREE, AND NO PLEDGOR SHALL ENTER INTO ANY AGREEMENT OR TAKE
ANY OTHER ACTION, THAT WOULD RESTRICT THE TRANSFERABILITY OF ANY OF THE PLEDGED
14
COLLATERAL OR OTHERWISE IMPAIR OR CONFLICT WITH SUCH PLEDGOR'S OBLIGATIONS OR
THE RIGHTS OF THE COLLATERAL AGENT HEREUNDER.
SECTION 4.4.
OTHER FINANCING STATEMENTS.
IT HAS NOT FILED, NOR
AUTHORIZED ANY THIRD PARTY TO FILE (NOR WILL THERE BE), ANY VALID OR EFFECTIVE
FINANCING STATEMENT (OR SIMILAR STATEMENT, INSTRUMENT OF REGISTRATION OR PUBLIC
NOTICE UNDER THE LAW OF ANY JURISDICTION) COVERING OR PURPORTING TO COVER ANY
INTEREST OF ANY KIND IN THE PLEDGED COLLATERAL, EXCEPT SUCH AS HAVE BEEN FILED
IN FAVOR OF THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT OR IN FAVOR OF ANY
HOLDER OF A PERMITTED COLLATERAL LIEN WITH RESPECT TO SUCH PERMITTED COLLATERAL
LIEN OR FINANCING STATEMENTS OR PUBLIC NOTICES RELATING TO THE TERMINATION
STATEMENTS LISTED ON SCHEDULE 9 TO THE PERFECTION CERTIFICATE.
NO PLEDGOR SHALL
EXECUTE, AUTHORIZE OR PERMIT TO BE FILED IN ANY PUBLIC OFFICE ANY FINANCING