TIME
REASONABLY REQUEST AND (B) EACH GRANTOR ACKNOWLEDGES THAT THE COLLATERAL AGENT
MAY UTILIZE THE POWER OF ATTORNEY SET FORTH IN SECTION 6.01.
Section 4.05
Pledged Equity Interests.
(a)
Representations and Warranties. Each
Grantor hereby represents and warrants, on the Closing Date, that:
(I)
SCHEDULE 4.05(A) (AS SUCH SCHEDULE MAY
BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) SETS FORTH UNDER THE HEADINGS
"PLEDGED STOCK, "PLEDGED LLC INTERESTS," "PLEDGED PARTNERSHIP INTERESTS" AND
"PLEDGED TRUST INTERESTS," RESPECTIVELY, ALL OF THE PLEDGED STOCK, PLEDGED LLC
INTERESTS, PLEDGED PARTNERSHIP INTERESTS AND PLEDGED TRUST INTERESTS OWNED BY
ANY GRANTOR AND SUCH PLEDGED EQUITY INTERESTS CONSTITUTE THE PERCENTAGE OF
ISSUED AND OUTSTANDING SHARES OF STOCK, PERCENTAGE OF MEMBERSHIP INTERESTS,
PERCENTAGE OF PARTNERSHIP INTERESTS OR PERCENTAGE OF BENEFICIAL INTEREST OF THE
RESPECTIVE ISSUERS THEREOF INDICATED ON SUCH SCHEDULE;
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.05(B),
IT HAS NOT ACQUIRED ANY EQUITY INTERESTS OF ANOTHER ENTITY OR SUBSTANTIALLY ALL
THE ASSETS OF ANOTHER ENTITY WITHIN THE PAST FIVE (5) YEARS;
(III)
IT IS THE RECORD AND BENEFICIAL OWNER OF THE
PLEDGED EQUITY INTERESTS FREE OF ALL LIENS, RIGHTS OR CLAIMS OF OTHER PERSONS
OTHER THAN PERMITTED LIENS AND THERE ARE NO OUTSTANDING WARRANTS, OPTIONS OR
OTHER RIGHTS TO PURCHASE, OR SHAREHOLDER, VOTING TRUST OR SIMILAR AGREEMENTS
OUTSTANDING WITH RESPECT TO, OR PROPERTY THAT IS CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY PLEDGED EQUITY INTERESTS;
(IV)
WITHOUT LIMITING THE GENERALITY OF SECTION
4.01(A)(V), NO CONSENT OF ANY PERSON INCLUDING ANY OTHER GENERAL OR LIMITED
PARTNER, ANY OTHER MEMBER OF A LIMITED LIABILITY COMPANY, ANY OTHER SHAREHOLDER
OR ANY OTHER TRUST BENEFICIARY IS NECESSARY OR DESIRABLE IN CONNECTION WITH THE
CREATION, PERFECTION OR SECOND PRIORITY STATUS OF THE SECURITY INTEREST OF THE
COLLATERAL AGENT IN ANY PLEDGED EQUITY INTERESTS OR THE EXERCISE BY THE
COLLATERAL AGENT OF THE VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS AGREEMENT OR
THE EXERCISE OF REMEDIES IN RESPECT THEREOF; AND
(V)
NONE OF THE PLEDGED LLC INTERESTS NOR
PLEDGED PARTNERSHIP INTERESTS ARE OR REPRESENT INTERESTS IN ISSUERS THAT:
(A)
ARE REGISTERED AS INVESTMENT COMPANIES, (B) ARE
15
DEALT IN OR TRADED ON SECURITIES EXCHANGES OR MARKETS OR (C) HAVE OPTED TO BE
TREATED AS SECURITIES UNDER THE UNIFORM COMMERCIAL CODE OF ANY JURISDICTION.
(b)
Covenants and Agreements. Each Grantor
hereby covenants and agrees that:
(I)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
FIRST LIEN COLLATERAL AGENT OR THE COLLATERAL AGENT, AS APPLICABLE, IN
ACCORDANCE WITH THE INTERCREDITOR AGREEMENT, IT SHALL NOT VOTE TO ENABLE OR TAKE
ANY OTHER ACTION TO:
(A) AMEND, WAIVE ANY DEFAULT UNDER, BREACH, OR TERMINATE
ANY PARTNERSHIP AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT, CERTIFICATE OF
INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS IN ANY WAY THAT
ADVERSELY AFFECTS THE VALIDITY, PERFECTION OR PRIORITY OF THE COLLATERAL AGENT'S
SECURITY INTEREST, (B) OTHER THAN AS PERMITTED UNDER THE CREDIT AGREEMENT,
PERMIT ANY ISSUER OF ANY PLEDGED EQUITY INTEREST TO DISPOSE OF ALL OR A MATERIAL
PORTION OF THEIR ASSETS, OR (C) CAUSE ANY ISSUER OF ANY PLEDGED