"PERMITTED ENCUMBRANCE");
(C)
THE CAPITAL STOCK, SHARES, SECURITIES,
MEMBER INTERESTS, PARTNERSHIP INTERESTS AND OTHER OWNERSHIP INTERESTS
CONSTITUTING THE PLEDGED COLLATERAL OF SUCH PLEDGOR HAVE BEEN DULY AUTHORIZED
AND VALIDLY ISSUED TO SUCH PLEDGOR, ARE FULLY PAID AND NONASSESSABLE AND
CONSTITUTE ONE HUNDRED PERCENT (100%) OF THE ISSUED AND OUTSTANDING CAPITAL
STOCK, MEMBER INTERESTS OR PARTNERSHIP INTERESTS OF EACH COMPANY;
(D)
UPON THE COMPLETION OF THE FILINGS AND OTHER
ACTIONS SPECIFIED ON SCHEDULE B ATTACHED HERETO, THE SECURITY INTERESTS IN THE
PLEDGED COLLATERAL GRANTED HEREUNDER BY SUCH PLEDGOR SHALL BE ARE VALID,
PERFECTED AND OF SECOND PRIORITY, SUBJECT TO THE LIEN OF NO OTHER PERSON (OTHER
THAN A PERMITTED ENCUMBRANCE);
(E)
THERE ARE NO RESTRICTIONS UPON THE TRANSFER
OF THE PLEDGED COLLATERAL AND SUCH PLEDGOR HAS THE POWER AND AUTHORITY AND
UNENCUMBERED RIGHT TO TRANSFER THE PLEDGED COLLATERAL OWNED BY SUCH PLEDGOR FREE
OF ANY LIEN (OTHER THAN A PERMITTED ENCUMBRANCE) AND WITHOUT OBTAINING THE
CONSENT OF ANY OTHER PERSON;
(F)
SUCH PLEDGOR HAS ALL NECESSARY POWER TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT;
(G)
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED AND CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION OF EACH
PLEDGOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT
ENFORCEABILITY OF THIS AGREEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING THE
ENFORCEABILITY OF CREDITORS' RIGHTS GENERALLY OR LIMITING THE RIGHT OF SPECIFIC
PERFORMANCE;
4
(H)
NEITHER THE EXECUTION OR DELIVERY BY EACH
PLEDGOR OF THIS AGREEMENT, NOR THE COMPLIANCE WITH THE TERMS AND PROVISIONS
HEREOF, WILL VIOLATE ANY PROVISION OF ANY LAW OR CONFLICT WITH OR RESULT IN A
BREACH OF ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY JUDGMENT, ORDER,
INJUNCTION, DECREE OR RULING OF ANY OFFICIAL BODY TO WHICH ANY PLEDGOR OR ANY OF
ITS PROPERTY IS SUBJECT OR ANY PROVISION OF ANY MATERIAL AGREEMENT OR INSTRUMENT
TO WHICH PLEDGOR IS A PARTY OR BY WHICH SUCH PLEDGOR OR ANY OF ITS PROPERTY IS
BOUND;
(I)
EACH PLEDGOR'S EXACT LEGAL NAME IS AS SET
FORTH ON SUCH PLEDGOR'S SIGNATURE PAGE HERETO;
(J)
THE JURISDICTION OF INCORPORATION,
FORMATION OR ORGANIZATION, AS APPLICABLE, OF EACH PLEDGOR IS AS SET FORTH ON
SCHEDULE D TO THE SECURITY AGREEMENT;
(K)
SUCH PLEDGOR'S CHIEF EXECUTIVE OFFICE IS AS
SET FORTH ON SCHEDULE D TO THE SECURITY AGREEMENT; AND
(L)
ALL RIGHTS OF SUCH PLEDGOR IN CONNECTION
WITH ITS OWNERSHIP OF EACH OF THE COMPANIES ARE EVIDENCED AND GOVERNED SOLELY BY
THE STOCK CERTIFICATES, INSTRUMENTS OR OTHER DOCUMENTS (IF ANY) EVIDENCING
OWNERSHIP OF EACH OF THE COMPANIES AND THE ORGANIZATIONAL DOCUMENTS OF EACH OF
THE COMPANIES, AND NO SHAREHOLDER, VOTING, OR OTHER SIMILAR AGREEMENTS ARE
APPLICABLE TO ANY OF THE PLEDGED COLLATERAL OR ANY OF ANY PLEDGOR'S RIGHTS WITH
RESPECT THERETO, AND NO SUCH CERTIFICATE, INSTRUMENT OR OTHER DOCUMENT PROVIDES
THAT ANY MEMBER INTEREST, PARTNERSHIP INTEREST OR OTHER INTANGIBLE OWNERSHIP
INTEREST IN ANY LIMITED LIABILITY COMPANY OR PARTNERSHIP CONSTITUTING PLEDGED
COLLATERAL IS A "SECURITY" WITHIN THE MEANING OF AND SUBJECT