PLEDGOR OR ANY OF ITS SUBSIDIARIES, OR OF ANY MORTGAGE, INDENTURE, DEED OF
TRUST OR OTHER MATERIAL, 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 (OTHER THAN EXISTING INDEBTEDNESS SET FORTH ON ANNEX XI TO THE CREDIT
AGREEMENT) 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 THE SHARES OF THE STOCK HAVE BEEN DULY AND
VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE AND ARE SUBJECT TO NO OPTIONS
TO PURCHASE OR SIMILAR RIGHTS;
15
(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)
SUBJECT TO THE ENTRY OF THE FINANCING ORDERS BY
THE BANKRUPTCY COURT, IT HAS THE UNQUALIFIED RIGHT TO PLEDGE AND GRANT A
SECURITY INTEREST IN THE PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS AS
HEREIN PROVIDED WITHOUT THE CONSENT OF ANY OTHER PERSON, FIRM, ASSOCIATION OR
ENTITY WHICH HAS NOT BEEN OBTAINED;
(IX)
THE PARTNERSHIP INTERESTS AND THE MEMBERSHIP
INTERESTS PLEDGED BY IT PURSUANT TO THIS AGREEMENT HAVE BEEN VALIDLY ACQUIRED
AND ARE FULLY PAID FOR AND ARE DULY AND VALIDLY PLEDGED HEREUNDER,
(X)
IT IS NOT IN DEFAULT IN THE PAYMENT OF ANY
PORTION OF ANY MANDATORY CAPITAL CONTRIBUTION, IF ANY, REQUIRED TO BE MADE UNDER
ANY PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT TO WHICH SUCH
PLEDGOR IS A PARTY, AND SUCH PLEDGOR IS NOT IN VIOLATION OF ANY OTHER MATERIAL
PROVISIONS OF ANY PARTNERSHIP AGREEMENT OR LIMITED LIABILITY COMPANY AGREEMENT
TO WHICH SUCH PLEDGOR IS A PARTY, OR OTHERWISE IN DEFAULT OR VIOLATION
THEREUNDER, NO PARTNERSHIP INTEREST OR MEMBERSHIP INTEREST IS SUBJECT TO ANY
DEFENSE, OFFSET OR COUNTERCLAIM, NOR HAVE ANY OF THE FOREGOING BEEN ASSERTED OR
ALLEGED AGAINST SUCH PLEDGOR BY ANY PERSON WITH RESPECT THERETO AND AS OF THE
CLOSING DATE, THERE ARE NO CERTIFICATES, INSTRUMENTS, DOCUMENTS OR OTHER
WRITINGS (OTHER THAN THE PARTNERSHIP AGREEMENTS AND CERTIFICATES, IF ANY,
DELIVERED TO THE COLLATERAL AGENT) WHICH EVIDENCE ANY PARTNERSHIP INTEREST OR
MEMBERSHIP INTEREST OF SUCH PLEDGOR;
(XI)
OTHER THAN FINANCING STATEMENTS PURSUANT TO
LIENS PERMITTED UNDER SECTION 7.03 OF THE CREDIT AGREEMENT, THERE ARE NO
CURRENTLY EFFECTIVE FINANCING STATEMENTS UNDER THE UCC COVERING ANY PROPERTY
WHICH IS NOW OR HEREAFTER MAY BE INCLUDED IN THE COLLATERAL AND SUCH PLEDGOR
WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PLEDGEE, EXECUTE AND, UNTIL
THE TERMINATION DATE (AS HEREINAFTER