LISTED ON THE SIGNATURE PAGES HEREOF, EXCEPT THE NAMES SET FORTH
ON SCHEDULE IV ANNEXED HERETO OR THE APPLICABLE COUNTERPART.
(K)
MARGIN REGULATIONS.
THE PLEDGE OF THE PLEDGED COLLATERAL PURSUANT
TO THIS AGREEMENT DOES NOT VIOLATE REGULATION T, U OR X OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
(L)
ACCOUNT COLLATERAL.
THE VALUE OF CASH AND OTHER PROPERTY IN ALL
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS CONSTITUTING PLEDGED COLLATERAL, THAT
ARE NOT SUBJECT TO EFFECTIVE ACCOUNT CONTROL AGREEMENTS, DOES NOT, IN THE
AGGREGATE, EXCEED $1,000,000.
(M)
OTHER INFORMATION.
ALL INFORMATION HERETOFORE, HEREIN OR HEREAFTER
SUPPLIED TO COLLATERAL AGENT BY OR ON BEHALF OF SUCH PLEDGOR WITH RESPECT TO THE
PLEDGED COLLATERAL IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(N)
ACCOUNT DEBTORS.
NONE OF THE ACCOUNT DEBTORS OR OTHER PERSONS
OBLIGATED ON ANY OF THE PORTIONS OF THE PLEDGED ASSETS CONSISTING OF ACCOUNTS
RECEIVABLE IS A GOVERNMENTAL AUTHORITY COVERED BY THE FEDERAL ASSIGNMENT OF
CLAIMS ACT OR LIKE FEDERAL, STATE OR LOCAL STATUTE OR RULE IN RESPECT OF SUCH
PLEDGED COLLATERAL.
The representations and warranties as to the information set forth in Schedules
referred to herein are made, as to each Pledgor as of the date hereof (or, in
the case of the representation and warranty set forth in clause (l) above, shall
be made on and as of June 30, 2008) and, as to each Additional Pledgor, as of
the date of the applicable Counterpart, that, in the case of a Pledge Amendment,
such representations and warranties are made as of the date of such Pledge
Amendment.
Company shall cause its legal counsel to deliver a legal opinion regarding
certain of the representations and warranties set forth in this Section 5 and
such other matters as may be reasonably requested by Collateral Agent.
SECTION 6.
Covenants.
Each Pledgor shall:
(A)
NOT, EXCEPT AS EXPRESSLY PERMITTED BY THE INDENTURE DOCUMENTS AND
WITHOUT PREJUDICE TO CLAUSE (Y) BELOW, (I) SELL, ASSIGN (BY OPERATION OF LAW OR
OTHERWISE) OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT TO, ANY OF
THE PLEDGED COLLATERAL, EXCEPT FOR PERMITTED DISPOSITIONS, (II) CREATE OR SUFFER
TO EXIST ANY LIEN (OTHER THAN, FOR THE AVOIDANCE OF DOUBT, PERMITTED LIENS) UPON
OR WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL, EXCEPT FOR THE SECURITY
INTEREST UNDER THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT, OR (III) PERMIT
ANY ISSUER OF PLEDGED EQUITY TO MERGE OR CONSOLIDATE WITH ANOTHER PERSON (EXCEPT
(X) WITH A PLEDGOR IN A MERGER OR CONSOLIDATION IN WHICH THE SURVIVING OR
RESULTING PERSON IS A PLEDGOR AND (Y) THE DESIGNATED ITALIAN MERGER) UNLESS UPON
THE EFFECTIVENESS OF SUCH MERGER OR CONSOLIDATION, THE SURVIVING OR RESULTING
PERSON (IF OTHER THAN A PLEDGOR) BECOMES A PLEDGOR HEREUNDER AND ALL OF THE
OUTSTANDING EQUITY INTERESTS OF THE SURVIVING OR RESULTING PERSON (SUBJECT TO
THE PROVISO TO SECTION 2(A)) BECOME PLEDGED HEREUNDER AND NO CASH, SECURITIES OR
OTHER PROPERTY IS DISTRIBUTED IN RESPECT OF THE OUTSTANDING SHARES OF ANY OTHER
CONSTITUENT PERSON;
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(B)
DO OR