AND VALIDLY ISSUED, IS
FULLY PAID AND NON-ASSESSABLE AND IS SUBJECT TO NO OPTIONS TO PURCHASE OR
SIMILAR RIGHTS;
(VII)
EACH OF THE PLEDGED NOTES CONSTITUTES, OR WHEN EXECUTED BY THE
OBLIGOR THEREOF WILL CONSTITUTE, THE LEGAL, VALID AND BINDING OBLIGATION OF SUCH
OBLIGOR, 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);
(VIII)
THE PLEDGE AND COLLATERAL ASSIGNMENT TO, AND POSSESSION BY, THE
PLEDGEE OF THE COLLATERAL CONSISTING OF CERTIFICATED SECURITIES AND PLEDGED
NOTES PURSUANT TO THIS AGREEMENT CREATES A VALID AND PERFECTED FIRST PRIORITY
SECURITY INTEREST IN SUCH CERTIFICATED SECURITIES AND PLEDGED NOTES, AND THE
PROCEEDS THEREOF FOR THE BENEFIT OF THE FIRST LIEN CREDITORS, AND A SECOND
PRIORITY SECURITY INTEREST THEREON FOR THE BENEFIT OF THE SECOND LIEN CREDITORS,
IN EACH CASE SUBJECT TO NO PRIOR LIEN OR ENCUMBRANCE, EXCEPT, WITH RESPECT TO
THE SECOND LIEN CREDITORS, THE FIRST PRIORITY LIENS IN FAVOR OF THE FIRST LIEN
CREDITORS
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GRANTED PURSUANT TO THIS AGREEMENT, OR TO ANY AGREEMENT PURPORTING TO GRANT TO
ANY THIRD PARTY A LIEN OR ENCUMBRANCE ON THE PROPERTY OR ASSETS OF SUCH PLEDGOR
WHICH WOULD INCLUDE THE SECURITIES AND THE PLEDGEE IS ENTITLED TO ALL THE
RIGHTS, PRIORITIES AND BENEFITS AFFORDED BY THE UCC OR OTHER RELEVANT LAW AS
ENACTED IN ANY RELEVANT JURISDICTION TO PERFECT SECURITY INTERESTS IN RESPECT OF
SUCH COLLATERAL; AND
(IX)
"CONTROL" (AS DEFINED IN SECTION 8-106 OF THE UCC) HAS BEEN
OBTAINED BY THE PLEDGEE OVER ALL COLLATERAL CONSISTING OF SECURITIES (INCLUDING
NOTES WHICH ARE SECURITIES) WITH RESPECT TO WHICH SUCH "CONTROL" MAY BE OBTAINED
PURSUANT TO SECTION 8-106 OF THE UCC.
(B)
EACH PLEDGOR COVENANTS AND AGREES THAT IT WILL DEFEND THE
PLEDGEE'S RIGHT, TITLE AND SECURITY INTEREST IN AND TO THE SECURITIES AND THE
PROCEEDS THEREOF AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER; AND
EACH PLEDGOR COVENANTS AND AGREES THAT IT WILL HAVE LIKE TITLE TO AND RIGHT TO
PLEDGE ANY OTHER PROPERTY AT ANY TIME HEREAFTER PLEDGED TO THE PLEDGEE AS
COLLATERAL HEREUNDER AND WILL LIKEWISE DEFEND THE RIGHT THERETO AND SECURITY
INTEREST THEREIN OF THE PLEDGEE AND THE SECURED CREDITORS.
(C)
EACH PLEDGOR COVENANTS AND AGREES THAT IT WILL TAKE NO ACTION
WHICH WOULD VIOLATE ANY OF THE TERMS OF ANY SECURED DEBT AGREEMENT.
16.
JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE; RECORDS.
The
jurisdiction of organization of each Pledgor is specified in Annex A hereto.
The chief executive office of each Pledgor is located at the address specified
in Annex G hereto.
Each Pledgor will not change the jurisdiction of its
organization except to such new jurisdiction or location as such Pledgor may
establish in accordance with the last sentence of this Section 16.
No Pledgor
shall establish a new jurisdiction of organization until (i) it shall have given
to the Collateral Agent not less