PARTY OF THIS PLEDGE AGREEMENT BY THE PLEDGOR, THE
DELIVERY TO THE SECURED PARTY OF THE SURPLUS NOTES TOGETHER WITH ANY NECESSARY
ENDORSEMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS PROVIDED FOR IN THIS
PLEDGE AGREEMENT HAVE BEEN DULY AUTHORIZED BY THE PLEDGOR BY ALL NECESSARY
CORPORATE ACTION ON ITS PART AND THIS PLEDGE AGREEMENT CONSTITUTES A LEGAL,
VALID AND BINDING OBLIGATION OF THE PLEDGOR, ENFORCEABLE AGAINST THE PLEDGOR IN
ACCORDANCE WITH ITS TERMS, AND EXCEPT IN EACH CASE AS ENFORCEMENT MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY, EXAMINATION, SUSPENSION OF PAYMENTS, FRAUDULENT
TRANSFER, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL
APPLICABILITY AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, PUBLIC
POLICY AND GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH PROCEEDING
IS CONSIDERED IN A PROCEEDING IN EQUITY OR LAW).
(F)
NO CONFLICT.
THE EXECUTION AND DELIVERY
OF THIS PLEDGE AGREEMENT, THE DELIVERY OF THE COLLATERAL, THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THE FULFILLMENT OF THE TERMS HEREOF
WILL NOT CONFLICT WITH OR RESULT IN THE BREACH OF ANY OF THE MATERIAL TERMS AND
PROVISIONS OF, CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF TIME OR BOTH) A
DEFAULT UNDER, OR RESULT IN THE CREATION OF ANY LIEN UPON ANY PROPERTY OR ASSETS
OF THE PLEDGOR PURSUANT TO, ANY INDENTURE, CONTRACT, AGREEMENT, MORTGAGE, DEED
OF TRUST OR OTHER INSTRUMENT TO WHICH THE PLEDGOR IS A PARTY OR BY WHICH IT OR
ANY OF ITS PROPERTIES IS BOUND.
(G)
NO VIOLATION.
THE EXECUTION AND DELIVERY OF
THIS PLEDGE AGREEMENT, THE DELIVERY OF THE COLLATERAL, THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THE FULFILLMENT OF THE TERMS HEREOF WILL
NOT CONFLICT WITH OR VIOLATE ANY ORGANIZATIONAL OR GOVERNING DOCUMENTS OF THE
PLEDGOR OR ANY LAW, TREATY, RULE OR REGULATION, OR ANY JUDGMENT, ORDER OR
DECREE, OR DETERMINATION OF AN ARBITRATOR OR GOVERNMENTAL AUTHORITY APPLICABLE
TO OR BINDING UPON THE PLEDGOR.
(H)
NO PROCEEDINGS.
THERE ARE NO ACTIONS AT
LAW, SUITS IN EQUITY OR PROCEEDINGS BY OR BEFORE ANY GOVERNMENTAL COMMISSION,
BUREAU OR ADMINISTRATIVE AGENCY PENDING OR, TO THE BEST KNOWLEDGE OF THE
PLEDGOR, THREATENED AGAINST THE PLEDGOR OR ANY OF ITS ASSETS, THAT WOULD
ADVERSELY AFFECT THE ABILITY OF THE PLEDGOR TO PERFORM ITS OBLIGATIONS UNDER
THIS PLEDGE AGREEMENT.
(I)
NO AUTHORIZATION REQUIRED.
EXCEPT FOR
SUCH AUTHORIZATIONS OR APPROVALS AS SHALL HAVE BEEN OBTAINED PRIOR TO THE DATE
HEREOF, NO AUTHORIZATION OR APPROVAL OF ANY GOVERNMENTAL AGENCY OR COMMISSION OR
PUBLIC OR QUASI-PUBLIC BODY OR AUTHORITY WITH JURISDICTION OVER THE PLEDGOR OR
ANY OF ITS ASSETS IS NECESSARY FOR THE DUE EXECUTION AND DELIVERY OF THIS PLEDGE
AGREEMENT OR FOR THE VALIDITY OR ENFORCEABILITY HEREOF.
SECTION 2.2
DELIVERY OF PLEDGED COLLATERAL;
FILINGS.
Pledgor has delivered, or will deliver, to the Secured Party all certificates
representing the Surplus Notes and has delivered, or will deliver, to the
Secured Party an
3
appropriate UCC-1 financing statement to be filed with the Secretary of State of
the State of Delaware, the State in which the Pledgor is located, evidencing the
lien created