THEREON OR AFFECTING TITLE
THERETO, EXCEPT FOR ANY LIEN CREATED BY THIS AGREEMENT AND ANY LIENS PERMITTED
UNDER THE CREDIT AGREEMENT;
(B)
ALL OF THE PLEDGED SHARES HAVE BEEN DULY AUTHORIZED, VALIDLY ISSUED
AND ARE FULLY PAID AND NON-ASSESSABLE; THE PLEDGED INDEBTEDNESS HAS BEEN DULY
AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED BY, AND IS THE LEGAL, VALID
AND BINDING OBLIGATIONS OF, THE PLEDGED ENTITIES, AND NO SUCH PLEDGED ENTITY IS
IN DEFAULT THEREUNDER;
(C)
PLEDGOR HAS THE RIGHT AND REQUISITE AUTHORITY TO PLEDGE, ASSIGN,
TRANSFER, DELIVER, DEPOSIT AND SET OVER THE PLEDGED COLLATERAL PLEDGED BY
PLEDGOR TO AGENT AS PROVIDED HEREIN;
(D)
NONE OF THE PLEDGED SHARES OR PLEDGED INDEBTEDNESS HAS BEEN ISSUED
OR TRANSFERRED IN VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES
DISCLOSURE OR SIMILAR LAWS OF ANY JURISDICTION TO WHICH SUCH ISSUANCE OR
TRANSFER MAY BE SUBJECT;
(E)
ALL OF THE PLEDGED SHARES ARE PRESENTLY OWNED BY PLEDGOR, AND,
OTHER THAN AS DESCRIBED ON SCHEDULE I HERETO, ARE PRESENTLY REPRESENTED BY THE
CERTIFICATES LISTED ON PART A OF SCHEDULE I HERETO.
AS OF THE DATE HEREOF,
THERE ARE NO EXISTING OPTIONS, WARRANTS, CALLS OR COMMITMENTS OF ANY CHARACTER
WHATSOEVER RELATING TO THE PLEDGED SHARES;
(F)
NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON IS REQUIRED (I) FOR THE PLEDGE BY PLEDGOR OF THE PLEDGED COLLATERAL
PURSUANT TO THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY PLEDGOR, OR (II) FOR THE EXERCISE BY AGENT OF THE VOTING OR OTHER
RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN RESPECT OF THE PLEDGED
COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT AS MAY BE REQUIRED IN CONNECTION
WITH SUCH DISPOSITION BY LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES
GENERALLY;
(G)
THE ENTRY OF THE INTERIM ORDER AND/OR THE FINAL ORDER, AS
APPLICABLE, OR THE PLEDGE, ASSIGNMENT AND DELIVERY OF THE PLEDGED COLLATERAL
PURSUANT TO THIS AGREEMENT WILL CREATE A VALID FIRST PRIORITY LIEN ON AND A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN FAVOR OF THE AGENT FOR THE
3
BENEFIT OF AGENT AND LENDERS IN THE PLEDGED COLLATERAL AND THE PROCEEDS THEREOF,
SECURING THE PAYMENT OF THE SECURED OBLIGATIONS, SUBJECT TO NO OTHER LIEN OTHER
THAN LIENS PERMITTED UNDER THE CREDIT AGREEMENT;
(H)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF PLEDGOR
ENFORCEABLE AGAINST PLEDGOR IN ACCORDANCE WITH ITS TERMS EXCEPT AS MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND THE EFFECTS OF GENERAL PRINCIPLES OF
EQUITY;
(I)
THE PLEDGED SHARES CONSTITUTE 100% OF THE ISSUED AND OUTSTANDING
SHARES OF STOCK OF EACH PLEDGED ENTITY; AND
(J)
EXCEPT AS DISCLOSED ON PART B OF SCHEDULE I, NONE OF THE PLEDGED
INDEBTEDNESS IS SUBORDINATED IN RIGHT OF PAYMENT TO OTHER INDEBTEDNESS (EXCEPT
FOR THE SECURED OBLIGATIONS) OR SUBJECT TO THE TERMS OF AN INDENTURE.
The representations and warranties set