As to Pledged Interests. In the case of
(a) any Pledged Interests (other than Pledged Notes) constituting Collateral,
(i) all of such Pledged Interests are duly authorized, and validly issued, fully paid, and non-assessable, and constitute that percentage of the issued and outstanding shares of Capital Stock, Partnership Interests, LLC Interests and other ownership interests of each Pledged Interest Issuer set forth on Attachment 1 hereto; and
(ii) the Pledgor has delivered to the Pledgee true and complete copies of the partnership, membership, operating or ownership agreements, as applicable, for each Pledged Interest Issuer that is an LLC or a Partnership, which agreements are currently in full force and effect and have not been amended or modified except as disclosed to the Pledgee in writing; and
(b) each Pledged Note, all of such Pledged Notes have been duly authorized, executed, endorsed, issued and delivered, and are the legal, valid and binding obligation of the issuers thereof, and no default or event of default has occurred and is continuing thereunder.
As to Pledged Interests. In the case of any Pledged Interests constituting such Collateral, all of such Pledged Interests are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock of each Issuer set forth across from the name of such Issuer on Attachment 1 hereto.
As to Pledged Interests. The Pledged Interests constitute 100% of Pledgor’s interest in each Pledged Interests Issuer and 100% of the total stock, membership, partnership and/or other equity interests in each Pledged Interests Issuer. The Pledged Interests are duly registered in the ownership records of each Pledged Interests Issuer maintained in the principal office of such issuer. Such registration continues valid and genuine and has not been altered. All Pledged Interests have been duly authorized and validly issued and registered, are fully paid and (except in the case of any Pledged Interests Issuer that is a limited liability company or limited partnership) non-assessable, and were not issued in violation of the preemptive rights, if any, of any Person or of any agreement by which Pledgor or any Pledged Interests Issuer is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of Collateral have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or capital of any Pledged Interests. Pledgor has no outstanding rights, rights to subscribe, options, warrants or convertible securities outstanding or any other rights outstanding whereby any Person would be entitled to acquire any stock, membership, partnership or other equity interests of any Pledged Interests Issuer. All requisite formalities for the granting of a security interest in the Pledged Interests required pursuant to the Organizational Documents of Pledgor and each Pledged Interests Issuer have been complied with on or prior to the execution and delivery of this Pledge Agreement.
As to Pledged Interests. The Pledged Interests are duly recorded in the records of the applicable Issuer. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of Collateral (if any) have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or capital of any Pledged Interests, except as required by applicable law or pursuant to the Loan Documents.
As to Pledged Interests. In the case of any Pledged Interests constituting the Collateral, all of such Pledged Interests are duly authorized and validly issued, fully paid, and non-assessable, and constitute all of the issued and outstanding shares of capital stock and other ownership interests of each Pledged Interest Issuer. The Pledgor has no Subsidiaries other than the Pledged Interest Issuers.
As to Pledged Interests. With respect to any Pledged Interest Issuer that is
(a) a corporation, business trust, joint stock company or similar Person, all Pledged Interests issued by such Issuer are duly authorized and validly issued, fully paid and non-assessable, and represented by a certificate (other than securities which are uncertificated and for which a legal, valid and binding Control Agreement has been delivered pursuant to Section 4.5); and
(b) a partnership or limited liability company, all Capital Securities issued by such Issuer provide that such Capital Securities are a security governed by Article 8 of the UCC. The percentage of the issued and outstanding Capital Securities of each Pledged Interest Issuer pledged by any Pledgor hereunder are as set forth on Schedule I attached hereto. Each Pledgor has no direct Subsidiaries other than the Pledged Interest Issuers.
As to Pledged Interests. In the case of any Pledged Interests constituting Collateral, such Pledged Interests constitute one hundred percent (100%) of each Pledgor’s interest in the Pledged Interest Issuer and the percentage of the total membership, partnership and/or other equity interests in the Pledged Interest Issuer indicated on Attachment 1. The Pledged Interests indicated on Attachment 1 are duly registered in the permanent ownership records of the respective Pledged Interests Issuer, and such registration is maintained in the principal office of such issuer. Such registration continues valid and genuine and has not been altered. All Pledged Interests have been duly authorized and validly issued and registered and were not issued in violation of the preemptive rights, if any, of any Person or of any agreement by which each Pledgor, including the Borrower, is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of Collateral have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or capital of any Pledged Interests. All requisite formalities for the granting of a security interest in the Pledged Interests required pursuant to the organic documents of each Pledgor or the Pledged Exhibit G Interest Issuer have been complied with on or prior to the execution and delivery of this Pledge Agreement. Each Pledgor represents that, as of the date hereof, none of the Pledged Interests is dealt with or traded on any securities exchange or in any securities market.
As to Pledged Interests. In the case of
As to Pledged Interests. All of the Pledged Interests constitute one hundred percent (100%) of the Pledgor's interest in the Pledged Interests Issuer and the percentage of the total membership, partnership and/or other equity interests in the Pledged Interests Issuer indicated on Attachment 1. The Pledgor has no Subsidiary other than as set forth in Item 6.8 of the Disclosure Schedule to the Credit Agreement. The Pledged Interests are duly registered in the permanent ownership records of the Pledged Interests Issuer and clearly show the Collateral Agent's security interest for the benefit of each Lender Party, and such registration is maintained in the principal office of such Pledged Interests Issuer. Such registration continues valid and genuine and has not been altered. All Pledged Interests have been duly authorized and validly issued and registered, are fully paid and non-assessable, and were not issued in violation of the preemptive rights, if any, of any Person or of any agreement by which the Pledgor is NEG Operating LLC Pledge Agreement 6
As to Pledged Interests. The Pledged Interests are duly recorded in the records of the applicable Pledged Interest Issuer (if a Subsidiary) and clearly show the Collateral Agent’s security interest, for the benefit of the Secured Parties, and such registration is maintained in the principal office of such Pledged Interest Issuer and remains valid and in effect. All Pledged Interests constituting Equity Interests have been duly authorized and validly issued, are fully paid and non-assessable, and no Pledged Interests were issued in violation of the preemptive rights, if any, of any Person or of any agreement by which any Pledgor is bound. All documentary, stamp or other taxes or fees owing in connection with the registration, issuance, transfer or pledge of any Pledged Collateral (if any) have been paid. No restrictions or conditions exist with respect to the registration, transfer, voting or control of any Pledged Interests, except restrictions or conditions imposed by (a) applicable law or pursuant to the Loan Documents, (b) any First Lien Loan Documents as in effect on the date hereof (or any successor definitive documentation for any First Lien Permitted Indebtedness, provided that the restrictions and conditions contained in any such successor definitive documentation are not materially less favorable to the Lenders, taken as a whole, than the restrictions and conditions imposed by the First Lien Loan Documents as in effect on the date hereof), (c) restrictions and conditions imposed by any definitive agreements governing or evidencing any of the Existing Notes as in effect on the date hereof (or any definitive agreement governing or evidencing any Refinancing Indebtedness in respect of any of the Existing Notes, provided that the restrictions and conditions contained in any such definitive agreements are not materially less favorable to the Lenders, taken as a whole, than the restrictions and conditions imposed by the definitive agreements governing or evidencing such Existing Notes as in effect on the date hereof), (d) in respect of Equity Interests in any Subsidiary, customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, and (e) restrictions and conditions existing on the date hereof and identified on Schedule 7.14 to the Credit Agreement (but not any extension or renewal of, or an...
