OR INTEREST THERETO OR THEREIN AGAINST ANY AND ALL LIENS (OTHER THAN THE
LIEN CREATED BY THIS AGREEMENT), HOWEVER ARISING, OF ALL PERSONS WHOMSOEVER;
(D)
NO CONSENT WHICH HAS NOT BEEN OBTAINED OF ANY OTHER PERSON
(INCLUDING STOCKHOLDERS OR CREDITORS OF ANY PLEDGOR) AND NO CONSENT OR APPROVAL
WHICH HAS NOT BEEN OBTAINED OF ANY GOVERNMENTAL AUTHORITY OR ANY SECURITIES
EXCHANGE IS NECESSARY TO THE VALIDITY OF THE PLEDGE EFFECTED HEREBY;
(E)
BY VIRTUE OF THE EXECUTION AND DELIVERY BY THE PLEDGORS OF THIS
AGREEMENT AND THE INTERCREDITOR AGREEMENT, WHEN THE PLEDGED SECURITIES,
CERTIFICATES OR OTHER DOCUMENTS REPRESENTING OR EVIDENCING THE COLLATERAL ARE
DELIVERED TO THE COLLATERAL AGENT IN ACCORDANCE WITH THIS AGREEMENT, THE
COLLATERAL AGENT WILL OBTAIN A VALID AND PERFECTED FIRST LIEN UPON AND SECURITY
INTEREST IN SUCH PLEDGED SECURITIES AS SECURITY FOR THE PAYMENT AND PERFORMANCE
OF THE OBLIGATIONS;
(F)
THE PLEDGE EFFECTED HEREBY IS EFFECTIVE TO VEST IN THE COLLATERAL
AGENT, ON BEHALF OF THE SECURED PARTIES, THE RIGHTS OF THE COLLATERAL AGENT IN
THE COLLATERAL AS SET FORTH HEREIN;
4
(G)
ALL OF THE PLEDGED STOCK HAS BEEN DULY AUTHORIZED AND VALIDLY
ISSUED AND IS FULLY PAID AND NONASSESSABLE;
(H)
ALL INFORMATION SET FORTH HEREIN RELATING TO THE PLEDGED STOCK IS
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF; AND
(I)
THE PLEDGE OF THE PLEDGED STOCK PURSUANT TO THIS AGREEMENT DOES
NOT VIOLATE REGULATION U OR X OF THE FEDERAL RESERVE BOARD OR ANY SUCCESSOR
THERETO AS OF THE DATE HEREOF.
SECTION 4.
REGISTRATION IN NOMINEE NAME; DENOMINATIONS. THE COLLATERAL
AGENT, ON BEHALF OF THE SECURED PARTIES, SHALL HAVE THE RIGHT (IN ITS SOLE AND
ABSOLUTE DISCRETION) TO HOLD THE PLEDGED SECURITIES IN ITS OWN NAME AS PLEDGEE,
THE NAME OF ITS NOMINEE (AS PLEDGEE OR AS SUB-AGENT) OR THE NAME OF THE
PLEDGORS, ENDORSED OR ASSIGNED IN BLANK OR IN FAVOR OF THE COLLATERAL AGENT.
EACH PLEDGOR WILL PROMPTLY GIVE TO THE COLLATERAL AGENT COPIES OF ANY NOTICES OR
OTHER COMMUNICATIONS RECEIVED BY IT WITH RESPECT TO PLEDGED SECURITIES
REGISTERED IN THE NAME OF SUCH PLEDGOR. THE COLLATERAL AGENT SHALL AT ALL TIMES
HAVE THE RIGHT TO EXCHANGE THE CERTIFICATES REPRESENTING PLEDGED SECURITIES FOR
CERTIFICATES OF SMALLER OR LARGER DENOMINATIONS FOR ANY PURPOSE CONSISTENT WITH
THIS AGREEMENT AND THE INTERCREDITOR AGREEMENT.
The applicable Pledgor shall, for each interest in any limited liability company
or limited partnership controlled by such Pledgor and pledged hereunder that is
represented by a certificate, in the organizational documents of such limited
liability company or limited partnership, cause the issuer of such interests to
elect to treat such interests as a "security" within the meaning of Article 8 of
the Uniform Commercial Code of its jurisdiction of organization or formation, as
applicable, by including in its organizational documents language substantially
similar to the following and, accordingly, such interests shall be governed by
Article 8 of the Uniform Commercial Code:
"The Partnership/Company hereby irrevocably elects that all membership interests
in the Partnership/Company shall be securities