BY ACCEPTING THE BENEFITS OF THIS AGREEMENT EACH SUCH SECURED
CREDITOR ACKNOWLEDGES AND AGREES (I) THAT THE OBLIGATIONS OF THE PLEDGEE AS
HOLDER OF THE COLLATERAL AND INTERESTS THEREIN AND WITH RESPECT TO THE
DISPOSITION THEREOF, AND OTHERWISE UNDER THIS AGREEMENT, ARE ONLY THOSE
EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN ANNEX N TO THE SECURITY AGREEMENT
AND (II) TO THE OTHER PROVISIONS OF ANNEX N TO THE SECURITY AGREEMENT. THE
PLEDGEE SHALL ACT HEREUNDER ON THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN
ANNEX N TO THE SECURITY AGREEMENT.
14.
TRANSFER BY THE PLEDGORS. NO PLEDGOR WILL SELL OR OTHERWISE
DISPOSE OF, GRANT ANY OPTION WITH RESPECT TO, OR MORTGAGE, PLEDGE OR OTHERWISE
ENCUMBER ANY OF THE COLLATERAL OR ANY INTEREST THEREIN (EXCEPT IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND THE OTHER SECURED DEBT AGREEMENTS).
15.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.
(a)
Each Pledgor represents, warrants and covenants that:
(I)
IT IS THE LEGAL, BENEFICIAL AND RECORD OWNER OF AND HAS GOOD AND
MARKETABLE TITLE TO, ALL COLLATERAL CONSISTING OF ONE OR MORE SECURITIES,
PARTNERSHIP INTERESTS AND LIMITED LIABILITY COMPANY INTERESTS AND THAT IT HAS
SUFFICIENT INTEREST IN ALL COLLATERAL IN WHICH A SECURITY INTEREST IS PURPORTED
TO BE CREATED HEREUNDER FOR SUCH SECURITY INTEREST TO ATTACH (SUBJECT, IN EACH
CASE, TO NO PLEDGE, LIEN, MORTGAGE, HYPOTHECATION, SECURITY INTEREST, CHARGE,
OPTION, ADVERSE CLAIM OR OTHER ENCUMBRANCE WHATSOEVER, EXCEPT THE LIENS AND
SECURITY INTERESTS CREATED BY THIS AGREEMENT (OR ANY OTHER US PLEDGE AGREEMENT
THAT ENCUMBERS ANY SUCH COLLATERAL) OR PERMITTED UNDER THE RESPECTIVE SECURED
DEBT AGREEMENTS);
(II)
IT HAS FULL POWER, AUTHORITY AND LEGAL RIGHT TO PLEDGE ALL THE
COLLATERAL PLEDGED BY IT PURSUANT TO THIS AGREEMENT;
(III)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED
BY SUCH PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH
PLEDGOR ENFORCEABLE AGAINST SUCH PLEDGOR IN ACCORDANCE WITH ITS TERMS, EXCEPT TO
THE EXTENT THAT THE ENFORCEABILITY HEREOF 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);
(IV)
EXCEPT TO THE EXTENT ALREADY OBTAINED OR MADE, NO CONSENT OF ANY
OTHER PARTY (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER, MEMBER, PARTNER OR
CREDITOR OF SUCH PLEDGOR OR ANY OF ITS SUBSIDIARIES) AND NO CONSENT, LICENSE,
PERMIT, APPROVAL OR AUTHORIZATION OF, EXEMPTION BY, NOTICE OR REPORT TO, OR
REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL AUTHORITY IS REQUIRED
TO BE OBTAINED BY SUCH PLEDGOR IN
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CONNECTION WITH (A) THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT,
(B) THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT (EXCEPT AS SET FORTH IN
CLAUSE (III) ABOVE), (C) THE PERFECTION OR ENFORCEABILITY OF THE PLEDGEE'S
SECURITY INTEREST IN THE COLLATERAL OR (D) EXCEPT FOR COMPLIANCE WITH OR AS MAY
BE REQUIRED BY APPLICABLE SECURITIES LAWS, THE EXERCISE BY SUCH PLEDGEE OF ANY
OF ITS RIGHTS OR REMEDIES PROVIDED HEREIN;
(V)
THE EXECUTION, DELIVERY AND PERFORMANCE OF