SUCH
INVOLUNTARY LIENS UPON THE FILING OF SUCH BOND OR, IF NO SUCH BOND IS REQUIRED
BY LAW TO BE FILED, ESTABLISHING RESERVES EQUAL TO THE FULL AMOUNT IN DISPUTE IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
IF SUCH PLEDGOR FAILS
TO SO DISCHARGE OR BOND OR CONTEST LIENS IN THE MANNER PROVIDED ABOVE, THEN THE
PLEDGEE MAY, BUT SHALL NOT BE REQUIRED TO, AFTER AN EVENT OF DEFAULT PROCURE THE
RELEASE AND DISCHARGE OF ANY SUCH LIEN AND ANY JUDGMENT OR DECREE THEREON, AND
IN FURTHERANCE THEREOF MAY, IN ITS SOLE DISCRETION, EFFECT ANY SETTLEMENT OR
COMPROMISE OR FURNISH ANY SECURITY OR INDEMNITY AS MAY BE REQUIRED.
SUCH
PLEDGOR SHALL REIMBURSE PLEDGEE, UPON DEMAND, FOR ANY REASONABLE AMOUNTS
EXPENDED BY PLEDGEE IN CONNECTION WITH THE PROVISIONS OF THIS SUBPARAGRAPH AND
ALL SUCH REASONABLE AMOUNTS EXPENDED BY THE
D-7
Pledgee hereunder shall be secured by this Agreement.
In settling, compromising
or arranging for the discharge of any liens under this subparagraph, Pledgee
shall not be required to establish or confirm the validity or amount thereof.
THERE IS NO AGREEMENT WITH, OR INSTRUMENT, STATUTE, RULE, REGULATION, DECREE OR
JUDGMENT OF, ANY ADMINISTRATIVE OR JUDICIAL BODY OF ANY JURISDICTION, KNOWN TO
PLEDGORS, AFFECTING THE RIGHTS OF PLEDGORS IN AND TO THE COLLATERAL.
THE EXECUTION, DELIVERY, AND PERFORMANCE BY EACH PLEDGOR OF THIS AGREEMENT AND
OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY (I) ARE WITHIN SUCH PLEDGOR'S
POWERS, (II) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, AND (III) DO NOT
VIOLATE OR CREATE A DEFAULT UNDER ANY REQUIREMENT OF LAW, ANY JUDGMENT, ORDER OR
DECREE APPLICABLE TO SUCH PLEDGOR, SUCH PLEDGOR'S ORGANIZATION DOCUMENTS OR ANY
CONTRACTUAL OBLIGATION BINDING ON OR AFFECTING SUCH PLEDGOR OR ITS PROPERTY.
NO MATERIAL AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO MATERIAL NOTICE
TO OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY
IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY, AND PERFORMANCE BY ANY
PLEDGOR OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY.
THIS AGREEMENT, AND ANY OTHER LOAN DOCUMENTS TO WHICH ANY PLEDGOR IS A PARTY,
CONSTITUTES A LEGAL, VALID, AND BINDING OBLIGATION OF SUCH PLEDGOR ENFORCEABLE
IN ACCORDANCE WITH ITS TERMS, EXCEPT AS ENFORCEMENT THEREOF MAY BE SUBJECT TO
EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY, CREDITORS' RIGHTS AND SIMILAR
LAWS.
THERE IS NO ACTION, SUIT, OR PROCEEDING, OR ANY GOVERNMENTAL INVESTIGATION OR
ANY ARBITRATION, IN EACH CASE PENDING OR, TO THE KNOWLEDGE OF ANY PLEDGOR,
THREATENED AGAINST ANY PLEDGOR OR ANY OF ITS MATERIAL PROPERTY BEFORE ANY COURT
OR ARBITRATOR OR ANY GOVERNMENTAL OR ADMINISTRATIVE BODY, AGENCY, OR OFFICIAL
(I) WHICH CHALLENGES THE VALIDITY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR (II) WHICH IF ADVERSELY DETERMINED, AND TAKING INTO ACCOUNT ANY
INSURANCE WITH RESPECT THERETO, WOULD HAVE A MATERIAL ADVERSE EFFECT ON SUCH
PLEDGOR.
SPECIAL PROVISIONS CONCERNING THE PLEDGORS.
EACH PLEDGOR COVENANTS AND AGREES
THAT:
EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT, IT WILL NOT MERGE OR