OR OF ANY SECURITIES ISSUED
BY SUCH PLEDGOR OR ANY OF ITS SUBSIDIARIES, OR OF ANY MORTGAGE, DEED OF TRUST,
INDENTURE, LEASE, LOAN AGREEMENT, CREDIT AGREEMENT OR OTHER CONTRACT, AGREEMENT
OR INSTRUMENT OR UNDERTAKING TO WHICH SUCH PLEDGOR OR ANY OF ITS SUBSIDIARIES IS
A PARTY OR WHICH PURPORTS TO BE BINDING UPON SUCH PLEDGOR OR ANY OF ITS
SUBSIDIARIES OR UPON ANY OF THEIR RESPECTIVE ASSETS AND WILL NOT RESULT IN THE
CREATION OR IMPOSITION OF (OR THE OBLIGATION TO CREATE OR IMPOSE) ANY LIEN OR
ENCUMBRANCE ON ANY OF THE ASSETS OF SUCH PLEDGOR OR ANY OF ITS SUBSIDIARIES
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT;
(VI)
ALL OF THE COLLATERAL (CONSISTING OF
SECURITIES, LIMITED LIABILITY COMPANY INTERESTS OR PARTNERSHIP INTERESTS) HAS
BEEN DULY 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
21
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