The
Pledgee shall act hereunder on the terms and conditions set forth herein and in
Section 10 of the Credit Agreement.
14.
TRANSFER BY THE PLEDGORS.
No Pledgor will
sell or otherwise dispose of, grant any option with respect to, or mortgage,
pledge or otherwise encumber any of the Collateral or any interest therein
(except in accordance with the terms of this Agreement and the other Secured
Debt Agreements).
15.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE PLEDGORS.
(a)
Each Pledgor represents, warrants and covenants that:
(I)
IT IS, OR AT THE TIME WHEN PLEDGED
HEREUNDER WILL BE, THE LEGAL, BENEFICIAL AND RECORD OWNER OF, AND HAS (OR WILL
HAVE) GOOD AND MARKETABLE TITLE TO, ALL SECURITIES PLEDGED BY IT HEREUNDER,
SUBJECT TO NO PLEDGE, LIEN, MORTGAGE, HYPOTHECATION, SECURITY INTEREST, CHARGE,
OPTION OR OTHER ENCUMBRANCE WHATSOEVER, EXCEPT (X) THE LIENS AND SECURITY
INTERESTS CREATED BY THIS AGREEMENT AND (Y) LIENS PERMITTED BY SECTION 7.03(A)
OF THE CREDIT AGREEMENT;
14
(II)
IT HAS FULL POWER, AUTHORITY AND LEGAL
RIGHT TO PLEDGE ALL THE COLLATERAL PLEDGED BY IT PURSUANT TO THIS AGREEMENT;
(III)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY SUCH PLEDGOR AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH PLEDGOR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY THEREOF MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR
LAWS GENERALLY AFFECTING CREDITORS' RIGHTS AND BY EQUITABLE PRINCIPLES
(REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR AT LAW);
(IV)
EXCEPT TO THE EXTENT ALREADY OBTAINED OR MADE,
NO CONSENT OF ANY OTHER PARTY (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER,
LIMITED OR GENERAL PARTNER, MEMBER OR CREDITOR OF SUCH PLEDGOR OR ANY OF ITS
SUBSIDIARIES) AND NO CONSENT, LICENSE, PERMIT, APPROVAL OR AUTHORIZATION OF,
EXEMPTION BY, NOTICE OR REPORT TO, OR REGISTRATION, FILING OR DECLARATION WITH,
ANY GOVERNMENTAL AUTHORITY IS REQUIRED TO BE OBTAINED BY SUCH PLEDGOR IN
CONNECTION WITH (A) THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT,
(B) THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, (C) THE PERFECTION OR
ENFORCEABILITY OF THE PLEDGEE' S SECURITY INTEREST IN THE COLLATERAL OR (D)
EXCEPT FOR COMPLIANCE WITH OR AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS,
THE EXERCISE BY THE PLEDGEE OF ANY OF ITS RIGHTS OR REMEDIES PROVIDED HEREIN;
(V)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY SUCH PLEDGOR WILL NOT VIOLATE ANY PROVISION OF ANY APPLICABLE
LAW OR REGULATION OR OF ANY ORDER, JUDGMENT, WRIT, AWARD OR DECREE OF ANY COURT,
ARBITRATOR OR GOVERNMENTAL AUTHORITY, DOMESTIC OR FOREIGN, APPLICABLE TO SUCH
PLEDGOR, OR OF THE CERTIFICATE OF INCORPORATION, CERTIFICATE OF FORMATION,
BY-LAWS, CERTIFICATE OF LIMITED PARTNERSHIP, PARTNERSHIP AGREEMENT OR LIMITED
LIABILITY COMPANY AGREEMENT, AS THE CASE MAY BE, OF SUCH PLEDGOR OR OF ANY
SECURITIES ISSUED BY SUCH PLEDGOR OR ANY OF ITS SUBSIDIARIES, OR OF ANY
MORTGAGE, INDENTURE, LEASE, LOAN AGREEMENT, CREDIT AGREEMENT OR OTHER MATERIAL
CONTRACT, AGREEMENT OR INSTRUMENT OR UNDERTAKING TO WHICH SUCH PLEDGOR OR ANY OF
ITS SUBSIDIARIES IS A PARTY OR