(B)
ALL INFORMATION HEREIN OR HEREAFTER SUPPLIED TO SECURED PARTY OR ANY OTHER
MEMBER OF THE LENDER GROUP BY OR ON BEHALF OF SUCH PLEDGOR IN WRITING WITH
RESPECT TO THE PLEDGED COLLATERAL IS, OR IN THE CASE OF INFORMATION HEREAFTER
SUPPLIED WILL BE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS;
(C)
SUCH PLEDGOR IS AND WILL BE THE SOLE LEGAL AND BENEFICIAL OWNER OF THE
PLEDGED COLLATERAL (INCLUDING THE PLEDGED INTERESTS AND ALL OTHER PLEDGED
COLLATERAL ACQUIRED BY SUCH PLEDGOR AFTER THE DATE HEREOF) FREE AND CLEAR OF ANY
ADVERSE CLAIM, LIEN, OR OTHER RIGHT, TITLE, OR INTEREST OF ANY PARTY, OTHER THAN
(I) THE LIENS IN FAVOR OF SECURED PARTY, FOR THE
6
BENEFIT OF THE LENDER GROUP OR (II) ANY LIEN (OTHER THAN A UNITED STATES FEDERAL
TAX LIEN WITH RESPECT TO WHICH A NOTICE OF LIEN HAS BEEN FILED) PERMITTED UNDER
CLAUSE (B) OF THE DEFINITION OF PERMITTED LIENS IN THE FINANCING AGREEMENT THAT
ARE JUNIOR AND SUBORDINATE TO THE LIENS IN FAVOR OF SECURED PARTY;
(D)
THIS STOCK PLEDGE AGREEMENT, AND THE DELIVERY TO SECURED PARTY OF THE
PLEDGED INTERESTS REPRESENTING PLEDGED COLLATERAL (OR THE DELIVERY TO ALL
HOLDERS OF THE PLEDGED INTERESTS REPRESENTING PLEDGED COLLATERAL OF THE
NOTIFICATION/INSTRUCTION REFERRED TO IN SECTION 3 OF THIS STOCK PLEDGE
AGREEMENT), CREATES A VALID, PERFECTED, AND FIRST PRIORITY SECURITY INTEREST IN
ONE HUNDRED PERCENT (100%) OF THE PLEDGED INTERESTS WHICH ARE IN CERTIFICATED
FORM IN FAVOR OF SECURED PARTY, FOR THE BENEFIT OF THE LENDER GROUP, SECURING
PAYMENT OF THE SECURED OBLIGATIONS, AND ALL ACTIONS NECESSARY TO ACHIEVE SUCH
PERFECTION HAVE BEEN DULY TAKEN;
(E)
THE INFORMATION RELATED TO EACH PLEDGOR SET FORTH ON SCHEDULE A TO THIS
STOCK PLEDGE AGREEMENT IS TRUE AND CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS; WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (I) EXCEPT AS SET
FORTH ON SCHEDULE A, ALL THE PLEDGED INTERESTS ARE IN CERTIFICATED FORM, AND,
EXCEPT TO THE EXTENT REGISTERED IN THE NAME OF SECURED PARTY OR ITS NOMINEE
PURSUANT TO THE PROVISIONS OF THIS STOCK PLEDGE AGREEMENT, ARE REGISTERED IN THE
NAME OF THE APPLICABLE PLEDGOR; AND (II) THE PLEDGED INTERESTS AS TO EACH OF THE
ISSUERS CONSTITUTE AT LEAST THE PERCENTAGE OF ALL THE FULLY DILUTED ISSUED AND
OUTSTANDING EQUITY INTERESTS OF SUCH ISSUER AS SET FORTH IN SCHEDULE A TO THIS
STOCK PLEDGE AGREEMENT;
(F)
THE PLEDGED INTERESTS THAT ARE INTERESTS IN GENERAL PARTNERSHIPS, LIMITED
PARTNERSHIPS OR LIMITED LIABILITY COMPANIES (I) ARE NOT DEALT IN OR TRADED ON
SECURITIES EXCHANGES OR IN SECURITIES MARKETS, (II) DO NOT HAVE TERMS EXPRESSLY
PROVIDING THAT THEY ARE SECURITIES GOVERNED BY ARTICLE 8 OF THE CODE, AND (III)
ARE NOT INVESTMENT COMPANY SECURITIES, AND ARE NOT, THEREFORE, "SECURITIES"
GOVERNED BY ARTICLE 8 OF THE CODE;
(G)
ON THE CLOSING DATE, THERE ARE NO PRESENTLY EXISTING FUTURE RIGHTS OR
PROCEEDS OWNED BY ANY PLEDGOR;
(H)
THE PLEDGED INTERESTS HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE
FULLY PAID AND NONASSESSABLE; AND
(I)
NEITHER THE PLEDGE OF THE