Exhibit 99.i.7
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of June 24, 1998,
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made by _________________ (the "Pledgor") in favor of MCG Credit Corporation, a
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Delaware corporation (the "Lender").
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W I T N E S S E T H:
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WHEREAS, the Lender, GS Capital Partners II, L.P. ( "GSCP"), the Pledgor
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and certain other investors (the "Investors") entered into (a) a Stock Purchase
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Agreement, dated as of the date hereof (the "Stock Purchase Agreement"),
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providing for, among other things, the issuance and sale by the Lender to the
Investors of certain shares of Class A Common Stock, par value $.01 per share
(the "Common Stock"), and (b) a Stockholders' Agreement, dated the date hereof
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(the "Stockholders' Agreement") providing for certain rights and obligations of
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the parties; and
WHEREAS, Pledgor has executed and delivered to the Lender the Pledgor's
Secured Promissory Note, dated the date hereof (the "Note") as payment of the
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purchase price for a portion of the shares of Common Stock purchased by the
Pledgor; and
WHEREAS, as a condition precedent to the purchase and sale of the shares of
Common Stock to the Pledgor and the acceptance of the Note by the Lender, the
Pledgor is required to enter into this Pledge Agreement;
NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Lender to enter into the Stock
Purchase Agreement, the Pledgor agrees, for the benefit of the Lender, as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Certain Terms. The following terms (whether or not
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underscored) when used in this Pledge Agreement, including its preamble and
recitals, shall have the following meanings (such definitions to be equally
applicable to the singular and plural forms thereof):
"Affiliate" means, with respect to any person, any other person that,
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directly or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such person. Any Relative (for
this purpose, "Relative" means a spouse, former spouse, child, parent, parent of
spouse, sibling or grandchild) of an individual shall be deemed to be an
Affiliate of such individual for purposes hereof. Neither the Lender nor any
person controlled by the Lender shall be deemed to be an Affiliate of any holder
of the Lender's capital stock.
"Collateral" is defined in Section 2.1.
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"Distributions" means all stock dividends, liquidating dividends, shares of
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stock resulting from (or in connection with the exercise of) stock splits,
reclassifications, warrants, options, non-cash dividends, mergers or
consolidations, and all other distributions on or with respect to any Pledged
Shares, but shall not include Dividends.
"Dividends" means cash dividends or cash distributions with respect to any
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Pledged Shares.
"Documents" collectively, means this Pledge Agreement, the Stock Purchase
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Agreement, the Stockholders' Agreement, the Note and each other agreement,
certificate, document or instrument delivered in connection with this Pledge
Agreement, and such other agreements, whether or not specifically mentioned
herein or therein.
"Lender" is defined in the preamble.
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"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
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charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof), any sale of
receivables with recourse against the Pledgor or any affiliate thereof, any
filing or agreement to file a financing statement as debtor under the U.C.C. or
any similar statute other than to reflect ownership by a third party of property
leased to the Pledgor under a lease which is not in the nature of a conditional
sale or title retention agreement, or any subordination arrangement in favor of
another person (other than any subordination arising in the ordinary course of
business).
"Note" is defined in the second recital.
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"Pledged Shares" is defined in Section 2.1(a).
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"Pledgor" is defined in the preamble.
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"Secured Obligations" means all obligations (monetary or otherwise, whether
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absolute or contingent, matured or unmatured, direct or indirect, xxxxxx or
inchoate, sole, joint, several or joint and several, due or to become due,
heretofore or hereafter contracted or acquired) of the Pledgor arising under or
in connection with this Pledge Agreement and the Note including (i) all
obligations for principal or interest under the Note, whether incurred on the
date hereof, (ii) following the occurrence and during the continuance of an
Event of Default (as defined in the Note), all costs (including reasonable
attorneys' fees) incurred in connection with the enforcement of the Note or this
Pledge Agreement and all advances made by the Lender for the maintenance,
protection, preservation or enforcement of, or realization upon, the Collateral.
"Stock Purchase Agreement" is defined in the first recital.
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"U.C.C." means the Uniform Commercial Code as in effect in the State of New
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York or, as the context may require, in any other jurisdiction the laws of which
may apply to all or a portion of the Collateral in which a security interest is
granted hereunder.
SECTION 1.2. Note Definitions. Unless otherwise defined herein,
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capitalized terms used in this Pledge Agreement and not otherwise defined
herein, including its preamble and recitals, have the meanings provided in the
Note.
ARTICLE II
PLEDGE
SECTION 2.1. Grant of Security Interest. As collateral security for the
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prompt payment in full when due of the Secured Obligations, the Pledgor hereby
pledges, and grants to the Lender a continuing security interest in all of
Pledgor's right, title and interest in and to all of the following property (the
"Collateral"):
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(a) the issued and outstanding securities of the Lender identified on
Attachment I hereto (the "Pledged Shares");
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(b) Distributions and other payments and rights with respect to any Pledged
Shares;
(c) all proceeds of any of the foregoing; and
(d) any other property that the Pledgor, in his sole and absolute
discretion, after written notice to the Lender, pledges to the Lender at any
time and from time to time at his option.
SECTION 2.2. Security for Obligations. This Pledge Agreement and the
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Collateral granted herewith secure the payment and performance in full of the
Secured Obligations.
SECTION 2.3. Delivery of Collateral. All certificates or instruments
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representing or evidencing any Collateral, including all Pledged Shares, shall
be delivered to the Lender or a mutually acceptable designee of Lender and held
by or on behalf of the Lender pursuant hereto, shall be in suitable form for
transfer by delivery, and shall be accompanied by all necessary instruments of
transfer or assignment, duly executed in blank, all in form and substance
satisfactory to the Lender or the Lender's designee.
The Pledgor agrees that the Lender shall be entitled to receive and retain,
and the Pledgor shall be deemed to have delivered, as security hereunder to the
Lender, any and all additional shares of capital stock or other securities of
the Lender which would otherwise be issued to the Pledgor in consideration of
the Note or otherwise issued, distributed or otherwise delivered to the Pledgor
in respect of the Pledged Shares.
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SECTION 2.4. Dividends on Pledged Shares. In the event that any
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Dividend is to be paid on any Pledged Share, such Dividend shall be paid
directly to the Pledgor to repay amounts outstanding under the Note pursuant to
Section 1 thereof.
SECTION 2.5. Continuing Security Interest; Transfer of Note. This Pledge
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Agreement shall create a continuing security interest in the Collateral and
shall:
(a) remain in full force and effect until payment in full of all Secured
Obligations;
(b) be binding upon the Pledgor and its successors, transferees and assigns;
and
(c) inure, together with the rights and remedies of the Lender hereunder,
to the benefit of the Lender.
Without limiting the foregoing clause (c), the Lender may assign or otherwise
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transfer (in whole or in part) the Note held by it to any other person or
entity, and such other person or entity shall thereupon become vested with all
the rights and benefits in respect thereof granted to the Lender under this
Pledge Agreement, subject, however, to any contrary provisions in such
assignment or transfer. Upon the payment in full of all Secured Obligations,
the security interest granted herein shall automatically terminate and all
rights to the Collateral shall revert to the Pledgor. Upon any such
termination, the Lender will, at the sole expense of the Pledgor, deliver to the
Pledgor, without any representations, warranties or recourse of any kind
whatsoever, all certificates and instruments representing or evidencing the
Pledged Shares of the Pledgor with respect to which the security interest herein
has terminated, together with all other Collateral of the Pledgor with respect
to which the security interest herein has terminated which is held by the Lender
hereunder, and execute and deliver to the Pledgor such documents as the Pledgor
shall reasonably request to evidence such termination. Notwithstanding anything
to the contrary herein, the security interest granted herein in any Pledged
Shares shall not terminate with respect to such Pledged Shares, and the Pledged
Shares shall continue to be held by the Lender, until the Pledgor has satisfied
its obligation to pay to the Lender any applicable federal, state or local
income taxes or other amounts required by law to be withheld by the Lender with
respect to such Pledged Shares.
SECTION 2.6. Security Interest Absolute. All rights of the Lender and the
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security interests granted to the Lender hereunder, and all obligations of the
Pledgor hereunder, shall be absolute and unconditional, irrespective of:
(a) any lack of validity or enforceability of the Note or any other
Document or any instrument or document relating thereto;
(b) the failure of the Lender:
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(i) to assert any claim or demand or to enforce any right or remedy
against the Pledgor or any other Person under the provisions of the Note or
otherwise; or
(ii) to exercise any right or remedy against any other guarantor of,
or collateral securing, any of the Secured Obligations;
(c) any change in the time, manner or place of payment of, or in any other
term of, all or any of the Secured Obligations or any other extension,
compromise or renewal of any of the Secured Obligations;
(d) any reduction, limitation, impairment or termination of any of the
Secured Obligations for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and the
Pledgor hereby waives any right to or claim of) any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise, unenforceability of, or
any other event or occurrence affecting, any of the Secured Obligations or
otherwise;
(e) any amendment to, rescission, waiver, or other modification of, or any
consent to departure from, any of the terms of the Note or any other Document or
any instrument or document relating thereto;
(f) any addition, exchange, release, surrender or nonperfection of any
collateral (including the Collateral), or any amendment to or waiver or release
of or addition to or consent to departure from any guaranty, for any of the
Secured Obligations; or
(g) any other circumstances which might otherwise constitute a defense
(other than the defense of payment in full of the Secured Obligations) available
to, or a legal or equitable discharge of, the Pledgor, any surety or any
guarantor.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1. Warranties, etc. The Pledgor represents and warrants to the
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Lender, as at the date of each pledge and delivery hereunder, by the Pledgor to
the Lender of any Collateral, as set forth in this Article:
(a) Ownership, No Liens, etc. The Pledgor is the legal and beneficial
owner of, and has good and valid title to (and has full right and authority to
pledge and assign) such Collateral, free and clear of all Liens, except the Lien
granted pursuant hereto in favor of the Lender.
(b) Valid Security Interest. The delivery by the Pledgor of such Pledged
Shares to the Lender is effective to create a valid, perfected, first priority
security interest in such Collateral and all proceeds thereof, securing the
Secured Obligations, and no filing or other
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action will be necessary to perfect or protect such security interest. All the
Pledged Shares issued by the Lender are "certificated securities" as that term
is defined in Section 8-102 of the U.C.C.
(c) Execution, etc. This Pledge Agreement has been duly executed and
delivered by the Pledgor, and constitutes a legal, valid and binding obligation
of the Pledgor, enforceable against the Pledgor in accordance with its terms.
No authorization, approval, or other action by, and no notice or filing with,
any governmental authority, regulatory body or any other Person is required
either: (i) for the pledge by the Pledgor of any Collateral pursuant to this
Pledge Agreement or for the due execution, delivery and performance of this
Pledge Agreement by the Pledgor, or (ii) for the disposition of such Pledged
Shares pursuant to the exercise by the Lender of the remedies in this Pledge
Agreement except by laws affecting the offering and sale of securities
generally.
(d) No Contravention. The execution, delivery and performance by the
Pledgor of this Pledge Agreement and compliance by the Pledgor with all of the
provisions hereof does not and will not contravene any law or any order of any
court or governmental authority or agency applicable to or binding on the
Pledgor or any of the Pledgor's properties, or contravene the provisions of, or
constitute a default (or event of default) with or without the passage of time,
by the Pledgor under, or result in the creation of any Lien upon the property of
the Pledgor under any material mortgage, contract or other agreement or
instrument to which the Pledgor is a party, or by which the Pledgor or any of
the Pledgor's property is bound or affected.
ARTICLE IV
COVENANTS
SECTION 4.1. Protect Collateral; Further Assurances, etc. The Pledgor will
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not sell, assign, transfer, pledge, or encumber in any other manner the
Collateral except in favor of the Lender hereunder. The Pledgor agrees that at
any time, and from time to time, at the expense of the Lender, the Pledgor will
promptly execute and deliver all further instruments, and take all further
action, that may be necessary or desirable, or that the Lender may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable the Lender to exercise and enforce
its rights and remedies hereunder with respect to any Collateral.
SECTION 4.2. Stock Powers, etc. The Pledgor agrees that (a) all Pledged
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Shares delivered by the Pledgor pursuant to this Pledge Agreement will be
accompanied by duly executed, undated blank stock powers, or other equivalent
instruments of transfer acceptable to the Lender and (b) in the event that any
capital stock constituting Collateral is deemed pursuant to Section 2.3 to be
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delivered to the Lender, such Pledgor shall duly execute, upon the request of
the Lender, undated blank stock powers or other equivalent instruments of
transfer acceptable to the Lender. The Pledgor will, from time to time upon the
request of the Lender, promptly deliver to the Lender such stock powers,
instruments, and similar documents, satisfactory in form and substance to the
Lender, with respect to the Collateral as the Lender may reasonably request and
will, from time to time upon the request of the Lender after the occurrence and
during the continuance of any Event of Default, promptly transfer any Pledged
Shares or other shares of
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capital stock constituting Collateral into the name of the Lender or any nominee
designated by the Lender.
SECTION 4.3. Continuous Pledge. Subject to Section 2.4, the Pledgor will, at
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all times, keep pledged to the Lender pursuant hereto all Pledged Shares and all
other shares of capital stock constituting Collateral, all Dividends and
Distributions with respect thereto, and all other Collateral and other
securities, instruments, proceeds, and rights from time to time received by or
distributable to the Pledgor in respect of any Collateral.
SECTION 4.4. Dividends and Distributions. The Pledgor agrees:
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(a) Without any request therefor by the Lender (properly endorsed where
required hereby or requested by the Lender), the Lender shall be entitled to
receive and retain all Distributions and all proceeds of the Collateral, all of
which shall be held by the Lender as additional Collateral for use in accordance
with Section 5.3.
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(b) In the event that any Dividends, Distributions, cash payments or
proceeds constituting Collateral are held by the Pledgor but which the Lender is
then entitled to receive and retain, such Dividends, Distributions, payments or
proceeds shall, pending delivery to the Lender, be held by the Pledgor separate
and apart from its other property in trust for the Lender.
ARTICLE V
REMEDIES
SECTION 5.1. Certain Remedies. If any Event of Default shall have occurred
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and be continuing, notwithstanding any other provision herein or in any other
instrument, agreement or other document to the contrary, Lender's sole and
exclusive recourse and remedy with respect to the Secured Obligations, this
Agreement and the Note shall be to proceed solely against the Collateral as
provided herein, without any personal liability of any kind to the Pledgor, and
subject to the following:
(a) The Lender may exercise solely in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it (including those under Section 2.4 hereof) solely in respect to the
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Collateral, all the rights and remedies of a secured party on default under the
U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also
may, without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the Lender's
offices or elsewhere, for cash, on credit or for future delivery, and upon such
other terms as the Lender may deem commercially reasonable. The Lender may, to
the extent permitted by Section 9-504 of the U.C.C., be the purchaser of any of
the Collateral so sold and the obligations of the Pledgor to the Lender may be
applied as a credit against the purchase price. The Pledgor agrees that, to the
extent notice of sale shall be required by law, at least 15 days' prior notice
to the Pledgor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification. The
Lender shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Lender may adjourn any public or private
sale from time to time
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by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Upon
any such sale, the Lender shall have the right to deliver, assign and transfer
to the purchaser thereof the Collateral so sold. Each purchaser (including the
Lender) at any such sale shall hold the Collateral so sold absolutely free from
any claim or right of whatsoever kind, including any equity or right of
redemption of the Pledgor, and the Pledgor hereby specifically waives, to the
extent it may lawfully do so, all rights of redemption, stay or appraisal which
it has or may have under any rule of law or statute now existing or hereafter
adopted.
(b) The Lender may:
(i) transfer all or any part of the Collateral in the name of the
Lender or its nominee, with or without disclosing that such Collateral is
subject to the lien and security interest hereunder;
(ii) notify the parties obligated on any of the Collateral to make
payment to the Lender of any amount due or to become due thereunder;
(iii) enforce collection of any of the Collateral by suit or
otherwise, and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any obligations of any nature of any party with respect
thereto;
(iv) endorse any checks, drafts, or other writings in the name of the
Pledgor constituting Collateral;
(v) take control of any proceeds of the Collateral; and
(vi) execute (in the name, place and stead of the Pledgor)
endorsements assignments, stock powers and other instruments of conveyance or
transfer with respect to all or any of the Collateral.
SECTION 5.2. Compliance with Restrictions. The Pledgor agrees that in any
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sale of any of the Collateral whenever any Event of Default shall have occurred
and be continuing, the Lender is hereby authorized to comply with any limitation
or restriction in connection with such sale as it may be advised by counsel is
necessary to avoid any violation of applicable law (including compliance with
such procedures as may restrict the number of prospective bidders and
purchasers, require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral), or to obtain any required approval of the sale or of the purchaser
by any governmental regulatory authority or official or any third party, and the
Pledgor further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Lender be liable nor accountable
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to the Pledgor for any discount allowed by the reason of the fact that such
Collateral is sold in compliance with any such limitation or restriction.
SECTION 5.3. Application of Collateral Proceeds. If any Event of Default
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shall have occurred and be continuing, all cash proceeds received by the Lender
in respect of any sale of, collection from, or other realization upon, all or
any part of the Collateral shall promptly be applied (after payment of any
amounts payable to the Lender pursuant to Section 5.4) by the Lender against the
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Secured Obligations. Any surplus of such cash or cash proceeds held by the
Lender and remaining after payment in full of all the Secured Obligations, shall
be promptly paid over to the Pledgor or to whomsoever may be lawfully entitled
to receive such surplus.
SECTION 5.4. Indemnity and Expenses. The Lender shall be entitled to be
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indemnified and held harmless from and against any and all claims, losses, and
liabilities arising out of or resulting from this Pledge Agreement (including
enforcement of this Pledge Agreement), except claims, losses, or liabilities
resulting from the Lender's gross negligence or willful misconduct. The Lender
shall be entitled to the amount of any and all reasonable expenses, including
the reasonable fees and disbursements of its counsel and of any experts and
agents, which the Lender may incur in connection with:
(a) this Pledge Agreement or any instrument or document relating thereto;
(b) the custody, preservation, use, or operation of, or the sale of,
collection from, or other realization upon, any of the Collateral;
(c) the exercise or enforcement of any of the rights of the Lender
hereunder; or
(d) the failure by the Pledgor to perform or observe any of the provisions
hereof.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Amendments, etc. No amendment to or waiver of any provision of
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this Pledge Agreement nor consent to any departure by the Pledgor herefrom shall
in any event be effective unless the same shall be in writing and signed by the
Lender, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it is given.
SECTION 6.2. Protection of Collateral. The Lender may from time to time, at
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its option, perform any act which the Pledgor agrees hereunder to perform and
which the Pledgor shall fail to perform after being requested in writing so to
perform (it being understood that no such request need be given after the
occurrence and during the continuance of any Event of Default) and the Lender
may from time to time take any other action which the Lender reasonably deems
necessary for the maintenance, preservation or protection of any of the
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Collateral or of its security interest therein, it being understood and agreed
that in each such case all costs and expenses incurred by the Lender in
connection therewith shall be payable to the Lender pursuant to Section 5.4.
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SECTION 6.3. Addresses for Notices. All notices and other communications
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provided for hereunder shall be in writing and mailed or delivered to the
Pledgor or the Lender at their respective addresses, and with copies to such
additional parties, as specified in the Stockholders' Agreement or, with respect
to the Pledgor or the Lender, at such other address as shall be designated by
such party in a written notice to the other party complying as to delivery with
the terms of this Section. Any notice so delivered shall be deemed given when
received.
SECTION 6.4. Section Captions. The headings of sections and paragraphs of
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this Pledge Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Pledge Agreement or to affect the construction
hereof.
SECTION 6.5. Counterparts. This Pledge Agreement may be executed by the
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parties hereto in one or more counterparts, each of which shall for all purposes
be deemed to be an original and all of which together shall constitute one and
the same instrument.
SECTION 6.6. Governing Law, Entire Agreement, etc. The validity, performance
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and enforcement of this Pledge Agreement, unless expressly provided to the
contrary, shall be governed by the laws of the State of New York, without giving
effect to the principles of conflicts of law thereof, except to the extent that
the validity or perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular collateral are governed by the laws of a
jurisdiction other than the State of New York. This Pledge Agreement and the
Note constitute the entire agreement among the parties hereto and supersede any
prior agreements and understandings, oral or written, between the parties
hereto, with respect to the subject matter hereof.
SECTION 6.7. Waiver of Jury Trial. THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY
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AND INTENTIONALLY WAIVES ANY RIGHTS THE PLEDGOR MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS PLEDGE AGREEMENT. THE PLEDGOR ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THE
PLEDGE AGREEMENT AND NOTE.
SECTION 6.8. Forum Selection and Consent to Jurisdiction. ANY LITIGATION
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BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS PLEDGE
AGREEMENT SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE
OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK. THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE XXXXX XX XXX XXXX XXX XX XXX XXXXXX XXXXXX
00
XXXXXXXX XXXXX FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION, SUBJECT TO SUCH PLEDGOR'S
RIGHT TO CONTEST SUCH JUDGMENT BY MOTION OR APPEAL ON ANY GROUNDS NOT EXPRESSLY
WAIVED IN THIS SECTION 6.8. THE PLEDGOR HEREBY IRREVOCABLY CONSENTS TO THE
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SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. THE PLEDGOR HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO THE
PLEDGOR OR THE PLEDGOR'S PROPERTY, THE PLEDGOR HEREBY IRREVOCABLY WAIVES SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS PLEDGE AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Pledge Agreement as of the day and year first above written.
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[Name of Pledgor]
MCG CREDIT CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
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