THIS AGREEMENT WILL NOT
VIOLATE ANY PROVISION OF ANY APPLICABLE LAW OR REGULATION OR OF ANY ORDER,
JUDGMENT, WRIT, AWARD OR DECREE OF ANY COURT, ARBITRATOR OR GOVERNMENTAL
AUTHORITY, DOMESTIC OR FOREIGN, APPLICABLE TO SUCH PLEDGOR, OR OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION, CERTIFICATE OF FORMATION, OPERATING
AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT, PARTNERSHIP AGREEMENT OR BY-LAWS
OF SUCH PLEDGOR OR OF ANY SECURITIES ISSUED BY SUCH PLEDGOR OR ANY OF ITS
SUBSIDIARIES, OR OF ANY MORTGAGE, DEED OF TRUST, INDENTURE, LEASE, LOAN
AGREEMENT, CREDIT AGREEMENT OR OTHER CONTRACT, 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 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 THE
SECURED DEBT AGREEMENTS;
(VI)
ALL OF THE COLLATERAL (CONSISTING OF SECURITIES, LIMITED LIABILITY
COMPANY INTERESTS OR PARTNERSHIP INTERESTS) HAS BEEN DULY AND VALIDLY ISSUED, IS
FULLY PAID AND NON-ASSESSABLE AND IS 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, COLLATERAL ASSIGNMENT AND DELIVERY TO THE PLEDGEE OF
THE COLLATERAL CONSISTING OF CERTIFICATED SECURITIES AND PLEDGED NOTES PURSUANT
TO THIS AGREEMENT CREATES A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST
IN SUCH CERTIFICATED SECURITIES AND PLEDGED NOTES, AND THE PROCEEDS THEREOF,
SUBJECT TO NO PRIOR LIEN OR ENCUMBRANCE OR TO ANY AGREEMENT PURPORTING TO GRANT
TO ANY THIRD PARTY A LIEN OR ENCUMBRANCE ON THE PROPERTY OR ASSETS OF SUCH
PLEDGOR WHICH WOULD INCLUDE SUCH CERTIFICATED SECURITIES AND PLEDGED NOTES
(OTHER THAN PERMITTED LIENS) AND THE PLEDGEE IS ENTITLED TO ALL THE RIGHTS,
PRIORITIES AND BENEFITS AFFORDED BY THE UCC OR OTHER RELEVANT LAW AS ENACTED IN
ANY RELEVANT JURISDICTION TO PERFECT SECURITY INTERESTS IN RESPECT OF SUCH
COLLATERAL; AND
(IX)
AS OF THE DATE HEREOF "CONTROL" (AS DEFINED IN SECTION 8-106 OF
THE UCC) HAS BEEN OBTAINED BY THE PLEDGEE OVER ALL COLLATERAL CONSISTING OF
SECURITIES (INCLUDING NOTES WHICH ARE SECURITIES) WITH RESPECT TO WHICH SUCH
"CONTROL" MAY BE OBTAINED PURSUANT TO SECTION 8-106 OF THE UCC.
23
(b)
Each Pledgor covenants and agrees that it will defend the
Pledgee's right, title and security interest in and to the Securities and the
proceeds thereof against the claims and demands of all persons whomsoever, and
each Pledgor covenants and agrees that it will have like title to and right