(OTHER
THAN THE PLEDGED SHARES) WITH RESPECT TO WHICH THE ADMINISTRATIVE AGENT DOES NOT
HAVE "CONTROL" (AS SUCH TERMS ARE DEFINED IN THE UCC).
(K)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AMENDED
AND RESTATED CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS, ARE INCORPORATED HEREIN BY THIS REFERENCE AND DEEMED
TO BE MADE HEREIN BY EACH PLEDGOR FOR PURPOSES OF THIS PLEDGE AGREEMENT.
(L)
EACH OF THE PLEDGED NOTES PURPORTED TO BE PLEDGED HEREUNDER IS
THE LEGAL, VALID AND BINDING OBLIGATION OF THE OBLIGOR THEREOF, ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS; EACH OF THE PLEDGED NOTES HAS BEEN DULY AUTHORIZED,
AUTHENTICATED OR ISSUED AND DELIVERED BY THE ISSUER THEREOF, AND NO SUCH ISSUER
IS IN DEFAULT THEREUNDER ON THE DATE HEREOF.
EXCEPT AS DISCLOSED ON SCHEDULE II
HERETO, NONE OF THE PLEDGED NOTES ARE SUBORDINATED IN RIGHT OF PAYMENT TO OTHER
INDEBTEDNESS (EXCEPT FOR THE SECURED OBLIGATIONS) OR SUBJECT TO THE TERMS OF AN
INDENTURE.
6
(M)
THIS PLEDGE AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY EACH PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION
OF SUCH PLEDGOR ENFORCEABLE AGAINST SUCH PLEDGOR IN ACCORDANCE WITH ITS TERMS.
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Pledge Agreement.
6.
COVENANTS.
EACH PLEDGOR COVENANTS AND AGREES THAT FROM AND AFTER THE
DATE OF THIS PLEDGE AGREEMENT AND UNTIL THE PAYMENT AND PERFORMANCE IN FULL OF
ALL OF THE SECURED OBLIGATIONS OF SUCH PLEDGOR (OTHER THAN INDEMNITIES AND OTHER
SIMILAR CONTINGENT OBLIGATIONS SURVIVING THE TERMINATION OF THIS PLEDGE
AGREEMENT FOR WHICH NO CLAIM HAS BEEN MADE AND WHICH ARE UNKNOWN AND NOT
CALCULABLE AT THE TIME OF TERMINATION AND THOSE OBLIGATIONS RELATING TO THE
HEDGING OBLIGATIONS):
(A)
SUCH PLEDGOR SHALL NOT SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE
ENCUMBER ANY OF ITS RIGHTS IN OR TO ITS PLEDGED COLLATERAL OR ANY UNPAID
DIVIDENDS OR OTHER DISTRIBUTIONS OR PAYMENTS WITH RESPECT THERETO EXCEPT
PURSUANT TO THIS PLEDGE AGREEMENT .
(B)
EXCEPT AS MAY BE PERMITTED BY THE AMENDED AND RESTATED CREDIT
AGREEMENT, SUCH PLEDGOR WILL NOT CAUSE OR PERMIT ANY ISSUER OF PLEDGED SHARES OR
PLEDGED MEMBERSHIP INTERESTS TO ISSUE OR GRANT ANY WARRANTS, STOCK OPTIONS OF
ANY NATURE OR OTHER INSTRUMENTS CONVERTIBLE INTO MEMBERSHIP INTERESTS OR SHARES
OF ANY CLASS OF CAPITAL STOCK OR ADDITIONAL MEMBERSHIP INTERESTS OR SHARES OF
CAPITAL STOCK OR SELL OR TRANSFER ANY MEMBERSHIP INTERESTS OR TREASURY STOCK,
SUBJECT TO THE FIDUCIARY DUTIES OF THE BOARD OF DIRECTORS (OR EQUIVALENT
PERSONS) OF SUCH ISSUER.
(C)
SUCH PLEDGOR WILL, AT ITS OWN COST AND EXPENSE, PROMPTLY EXECUTE,
ACKNOWLEDGE AND DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTION AS THE
ADMINISTRATIVE AGENT FROM TIME TO TIME MAY REASONABLY REQUEST IN ORDER TO
PERFECT AND PROTECT THE LIEN GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO
ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES
HEREUNDER WITH RESPECT TO THE PLEDGED COLLATERAL.
(D)
SUCH