AGREEMENT AND SALES, TRANSFERS AND OTHER
DISPOSITIONS MADE IN COMPLIANCE WITH THE CREDIT AGREEMENT;
(D) EXCEPT FOR RESTRICTIONS AND LIMITATIONS IMPOSED BY THE LOAN DOCUMENTS OR
SECURITIES LAWS GENERALLY OR ANY OTHER REQUIREMENT OF LAW OR, TO THE EXTENT
PERMITTED BY SECTION 6.10 OF THE CREDIT AGREEMENT, THE PLEDGED COLLATERAL IS AND
WILL CONTINUE TO BE FREELY TRANSFERABLE AND ASSIGNABLE, AND NONE OF THE PLEDGED
COLLATERAL WITH BOOK OR FAIR MARKET VALUE IN EXCESS OF $500,000 IS OR WILL BE
SUBJECT TO ANY OPTION, RIGHT OF FIRST REFUSAL, SHAREHOLDERS AGREEMENT, CHARTER
OR BY-LAW PROVISIONS OR CONTRACTUAL RESTRICTION OF ANY NATURE THAT MIGHT
PROHIBIT, IMPAIR, DELAY OR OTHERWISE ADVERSELY AFFECT THE PLEDGE OF SUCH PLEDGED
COLLATERAL HEREUNDER, THE SALE OR DISPOSITION THEREOF PURSUANT HERETO OR THE
EXERCISE BY THE COLLATERAL AGENT OF RIGHTS AND REMEDIES HEREUNDER, IN EACH CASE,
IN ANY MATERIAL RESPECT, EXCEPT, IN THE CASE OF PLEDGED COLLATERAL THAT IS
ISSUED BY A PERSON THAT IS NOT A GRANTOR, ANY OF THE FOREGOING TO THE EXTENT
ENTERED INTO, GRANTED, ISSUED OR PERMITTED TO EXIST BY SUCH PERSON OTHER THAN AT
THE REQUEST OR DEMAND OF ANY GRANTOR;
(E) EACH GRANTOR (I) HAS THE POWER AND AUTHORITY TO PLEDGE THE PLEDGED
COLLATERAL PLEDGED BY IT HEREUNDER IN THE MANNER HEREBY DONE OR CONTEMPLATED AND
(II) WILL DEFEND ITS TITLE OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL
LIENS
9
(OTHER THAN THE LIEN CREATED BY THIS AGREEMENT AND ANY LIEN PERMITTED BY
SECTION 6.02 OF THE CREDIT AGREEMENT), HOWEVER, ARISING, OF ALL PERSONS
WHOMSOEVER;
(F) NO CONSENT OF ANY OTHER PERSON (INCLUDING SHAREHOLDERS, PARTNERS, MEMBERS OR
CREDITORS OF ANY GRANTOR) AND NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL
AUTHORITY, ANY SECURITIES EXCHANGE OR ANY OTHER PERSON WAS OR IS NECESSARY TO
THE VALIDITY OF THE PLEDGE OF THE PLEDGED COLLATERAL EFFECTED HEREBY (OTHER THAN
SUCH AS HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT); AND
(G) BY VIRTUE OF THE EXECUTION AND DELIVERY BY THE GRANTORS OF THIS AGREEMENT,
WHEN ANY PLEDGED SECURITIES ARE DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE
WITH THIS AGREEMENT, THE COLLATERAL AGENT WILL OBTAIN A PERFECTED LIEN UPON AND
SECURITY INTEREST IN SUCH PLEDGED SECURITIES AS SECURITY FOR THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, TO THE EXTENT, IN THE CASE OF PLEDGED SECURITIES
OF FOREIGN SUBSIDIARIES, THE PERFECTION OF SUCH PLEDGED SECURITIES IS GOVERNED
BY ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.
SECTION 3.04.
CERTIFICATION OF LIMITED LIABILITY COMPANY AND LIMITED
PARTNERSHIP INTERESTS.
(A)
THE GRANTORS ACKNOWLEDGE AND AGREE THAT (I) EACH
INTEREST IN ANY LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP THAT IS A
DOMESTIC SUBSIDIARY ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA,
ANY STATE THEREOF OR THE DISTRICT OF COLUMBIA, PLEDGED HEREUNDER AND REPRESENTED
BY A CERTIFICATE, SHALL BE A "SECURITY" WITHIN THE MEANING OF ARTICLE 8 OF THE
NEW YORK UCC AND SHALL BE GOVERNED BY ARTICLE 8 OF THE NEW YORK UCC AND
(II) EACH SUCH INTEREST SHALL AT ALL TIMES HEREAFTER BE REPRESENTED