WHICH PURPORTS TO BE BINDING UPON SUCH PLEDGOR OR
ANY OF ITS SUBSIDIARIES OR UPON ANY OF THEIR RESPECTIVE ASSETS 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;
(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)
THE PLEDGE, ASSIGNMENT AND DELIVERY TO THE PLEDGEE
OF THE SECURITIES (OTHER THAN THOSE CONSTITUTING UNCERTIFICATED SECURITIES)
PURSUANT TO THIS AGREEMENT CREATES A
15
VALID AND, ASSUMING SUCH SECURITIES ARE HELD IN THE CONTINUED POSSESSION OF THE
COLLATERAL AGENT IN THE STATE OF NEW YORK, PERFECTED FIRST PRIORITY LIEN IN THE
SECURITIES AND THE PROCEEDS THEREOF, SUBJECT TO NO OTHER LIEN OR TO ANY
AGREEMENT PURPORTING TO GRANT TO ANY THIRD PARTY A LIEN ON THE PROPERTY OR
ASSETS OF SUCH PLEDGOR WHICH WOULD INCLUDE THE SECURITIES (OTHER THAN LIENS
PERMITTED BY SECTION 7.03(A) OF THE CREDIT AGREEMENT);
(IX)
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;
(X)
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;
(XI)
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
INITIAL BORROWING 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;
(XII)
THE PLEDGE AND ASSIGNMENT OF THE PARTNERSHIP
INTERESTS AND THE MEMBERSHIP INTERESTS PURSUANT TO THIS AGREEMENT, TOGETHER WITH
THE RELEVANT FILINGS,