5
(I)
THE PLEDGE BY EACH PLEDGOR OF ITS
PLEDGED COLLATERAL IS NOT IN CONTRAVENTION OF ANY LAW OR OF ANY AGREEMENT TO
WHICH SUCH PLEDGOR IS PARTY OR BY WHICH SUCH PLEDGOR IS OTHERWISE BOUND, AND NO
CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OF, OR OTHER ACTION BY, ANY
PERSON OR NOTICE TO OR FILING WITH, ANY PERSON IS REQUIRED (X) FOR THE PLEDGE BY
SUCH PLEDGOR OF THE PLEDGED COLLATERAL PURSUANT TO THIS PLEDGE AGREEMENT OR FOR
THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS PLEDGE AGREEMENT BY SUCH PLEDGOR
OR (Y) FOR THE EXERCISE BY THE ADMINISTRATIVE AGENT OF THE VOTING OR OTHER
RIGHTS PROVIDED FOR IN THIS PLEDGE AGREEMENT OR THE REMEDIES IN RESPECT OF THE
PLEDGED COLLATERAL PURSUANT TO THIS PLEDGE AGREEMENT (EXCEPT AS MAY BE REQUIRED
IN CONNECTION WITH ANY DISPOSITION OF ANY PORTION OF THE PLEDGED COLLATERAL BY
LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY).
(J)
THE PLEDGE, ASSIGNMENT AND DELIVERY OF
THE PLEDGED COLLATERAL TOGETHER WITH DULY EXECUTED, UNDATED INSTRUMENTS OF
TRANSFER OR ASSIGNMENT ENDORSED IN BLANK PURSUANT TO THIS PLEDGE AGREEMENT WILL
CREATE A VALID FIRST PRIORITY LIEN ON AND A FIRST PRIORITY PERFECTED SECURITY
INTEREST IN THE PLEDGED COLLATERAL AND THE PROCEEDS THEREOF, SECURING THE
PAYMENT OF THE SECURED OBLIGATIONS AND NO FILING OR OTHER ACTION IS NECESSARY TO
PERFECT OR PROTECT SUCH SECURITY INTEREST, EXCEPT THAT (I) THE FILING OF A
FINANCING STATEMENT, THE TAKING OF POSSESSION OR SOME OTHER ACTION MAY BE
REQUIRED UNDER SECTION 9-315 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE
STATE OF NEW YORK (THE "UCC") TO PERFECT A SECURITY INTEREST IN CERTAIN PROCEEDS
OF THE PLEDGED COLLATERAL THAT DO NOT CONSTITUTE PLEDGED SHARES OR OTHER
SECURITIES OR INSTRUMENTS AND (II) THE FILING OF A FINANCING STATEMENT UNDER
SECTIONS 9-312 AND 9-314 OF THE UCC MAY BE REQUIRED TO PERFECT A SECURITY
INTEREST IN ANY PLEDGED COLLATERAL THAT CONSTITUTES "INVESTMENT PROPERTY" (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 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.
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.
(M)
THIS PLEDGE AGREEMENT HAS BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY EACH PLEDGOR AND CONSTITUTES A LEGAL,
VALID AND BINDING