Common use of Authority; Binding Obligation; No Conflict Clause in Contracts

Authority; Binding Obligation; No Conflict. Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the Permitted Restrictions. The granting to Security Trustee of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance by Pledgor of this Pledge Agreement, do not and will not (a) result in the existence or imposition of any Lien nor obligate Pledgor to create any Lien (other than such Security Interest) in favor of any Person over all or any of Pledgor’s assets; (b) conflict with any agreement, mortgage, bond or other instrument to which Pledgor is a party or which is binding upon Pledgor or any of its assets; (c) conflict with Pledgor’s Organizational Documents; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law binding on Pledgor or any of the Pledged Collateral.

Authority; Binding Obligation; No Conflict. Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee the Security Interest Collateral Agent the security interest in the Pledged Core Collateral of such Pledgor pursuant hereto, without the consent or approval of any other Person other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by such Pledgor and is the legally legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s creditors’ rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee the Collateral Agent of the Security Interest security interest in the Pledged Core Collateral hereunder, and the execution, delivery and performance by of such Pledgor of this Pledge Agreement, do hereunder does not and will not not, with or without the passage of time and/or the giving of notice (a) result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien (other than such Security Interestsecurity interest) in favor of any Person over all or any of Pledgor’s its assets; (b) conflict with violate or result in a default under, or give rise to a right of termination, amendment or modification of any agreement, mortgage, bond or other instrument to which such Pledgor is a party or which is binding upon such Pledgor or any of its assets; (c) conflict with violate such Pledgor’s Organizational Documentscertificate of incorporation, partnership agreement, limited liability company agreement, operating agreement, by-laws or other organizational or charter documents; or (d) subjectviolate any law, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law regulation or judicial order binding on such Pledgor or any of the Pledged CollateralCore Collateral of such Pledgor.

Authority; Binding Obligation; No Conflict. Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Agent the Security Interest Interests in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s 's rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Agent of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by such Pledgor of its obligations hereunder do not and will not (a) result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien (other than such Security InterestInterest and the Second Lien (which Second Lien is and shall be subject and subordinate to the Lien created hereunder (x) as provided in the Intercreditor Agreement referred to in clause (i) of the definition of "Intercreditor Agreements" and 12.02 of the Senior Notes Indenture with respect to the Collateral, other than the Pledged Borrower Stock, subject to the "Security Agreement" (as such term is defined in the Senior Notes Indenture) and (y) as provided in the Intercreditor Agreement referred to in clause (ii) of the definition of "Intercreditor Agreements" and Section 12.2 of the Senior Subordinated Notes Indenture with respect to the Pledged Borrower Stock subject to the "Pledge Agreement" (as such term is defined in the Senior Subordinated Notes Indenture)) in favor of any Person person or entity over all or any of Pledgor’s its assets; (b) conflict with any agreement, mortgage, bond or other instrument to which such Pledgor is a party or which is binding upon such Pledgor or any of its assetsassets except for those conflicts that could not be reasonably expected to have a Material Adverse Effect; (c) conflict with such Pledgor’s Organizational Documents's certificate of incorporation, operating agreement, partnership agreement, by-laws, or other organizational or charter documents except for those conflicts that could not be reasonably expected to have a Material Adverse Effect; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on such Pledgor or any of the Pledged CollateralCollateral of such Pledgor except for those conflicts that could not be reasonably expected to have a Material Adverse Effect.

Authority; Binding Obligation; No Conflict. Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Secured Party the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its termsterms , except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s 's rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Secured Party of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by such Pledgor of its obligations hereunder do not and will not (a) result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien (other than such Security Interest) in favor of any Person person or entity over all or any of Pledgor’s its assets; (b) conflict with any agreement, mortgage, bond or other instrument to which such Pledgor is a party or which is binding upon such Pledgor or any of its assets; (c) conflict with such Pledgor’s Organizational Documents's certificate of incorporation, operating agreement, partnership agreement, by-laws, or other organizational or charter documents; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on such Pledgor or any of the Pledged CollateralCollateral of such Pledgor.

Authority; Binding Obligation; No Conflict. Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee the Security Interest Administrative Agent the security interest in the Pledged Core Collateral of such Pledgor pursuant hereto, without the consent or approval of any other Person other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by such Pledgor and is the legally legal, valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s creditors’ rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee the Administrative Agent of the Security Interest security interest in the Pledged Core Collateral hereunder, and the execution, delivery and performance by of such Pledgor of this Pledge Agreement, do hereunder does not and will not not, with or without the passage of time and/or the giving of notice (a) result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien (other than such Security Interestsecurity interest) in favor of any Person over all or any of Pledgor’s its assets; (b) conflict with violate or result in a default under, or give rise to a right of termination, amendment or modification of any agreement, mortgage, bond or other instrument to which such Pledgor is a party or which is binding upon such Pledgor or any of its assets; (c) conflict with violate such Pledgor’s Organizational Documentscertificate of incorporation, partnership agreement, limited liability company agreement, operating agreement, by-laws or other organizational or charter documents; or (d) subjectviolate any law, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law regulation or judicial order binding on such Pledgor or any of the Pledged CollateralCore Collateral of such Pledgor.

Authority; Binding Obligation; No Conflict. Such Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Secured Party the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of such Pledgor, enforceable against such Pledgor in accordance with its termsterms , except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Secured Party of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by such Pledgor of its obligations hereunder do not and will not (ai) result in the existence or imposition of any Lien nor obligate such Pledgor to create any Lien (other than such Security Interest) in favor of any Person person or entity over all or any of Pledgor’s its assets; (bii) conflict with any agreement, mortgage, bond or other instrument to which such Pledgor is a party or which is binding upon such Pledgor or any of its assets; (ciii) conflict with such Pledgor’s Organizational Documentscertificate of incorporation, operating agreement, partnership agreement, by-laws, or other organizational or charter documents; or (div) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on such Pledgor or any of the Pledged CollateralCollateral of such Pledgor, except, in the case of clauses (ii), (iii) and (iv), if such conflicts could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Authority; Binding Obligation; No Conflict. Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Secured Party the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Secured Party of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by Pledgor of its obligations hereunder do not and will not (a) result in the existence or imposition of any Lien lien nor obligate Pledgor to create any Lien lien (other than such Security Interest) in favor of any Person person or entity over all or any of Pledgor’s its assets; (b) conflict with any agreement, mortgage, bond or other instrument to which Pledgor is a party or which is binding upon Pledgor or any of its assets; (c) conflict with Pledgor’s Organizational Documentscertificate of incorporation, by-laws, or other organizational or charter documents; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on Pledgor or any of the Pledged Collateral.

Authority; Binding Obligation; No Conflict. Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Secured Party the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effecteffect (and a written of which has been delivered to Secured Party). This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s 's rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Secured Party of the Security Interest in the Pledged Collateral hereunder, and the executionthe, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by Pledgor of its obligations hereunder do not and will not (a) result in the existence or imposition of any Lien nor obligate Pledgor to create any Lien (other than such Security Interest) in favor of any Person person or entity over all or any of Pledgor’s its assets; (b) conflict with any agreement, mortgage, bond or other instrument to which Pledgor is a party or which is binding upon Pledgor or any of its assets; (c) conflict with Pledgor’s Organizational Documents's certificate of incorporation, by-laws, or other organizational or charter documents; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on Pledgor or any of the Pledged Collateral.

Authority; Binding Obligation; No Conflict. Pledgor has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Pledge Agreement and to grant to Security Trustee Secured Party the Security Interest in the Pledged Collateral pursuant hereto, without the consent or approval of any other Person person or entity other than any consent or approval which has been obtained and is in full force and effect. This Pledge Agreement has been duly authorized, executed and delivered by Pledgor and is the legally valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its termsterms , except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting creditor’s rights generally and by the Permitted Restrictionsgenerally. The granting to Security Trustee Secured Party of the Security Interest in the Pledged Collateral hereunder, and the execution, delivery and performance execution by Pledgor of this Pledge Agreement, Agreement and the performance by Pledgor of its obligations hereunder do not and will not (a) result in the existence or imposition of any Lien nor obligate Pledgor to create any Lien (other than such Security Interest) in favor of any Person person or entity over all or any of Pledgor’s its assets; (b) conflict with any agreement, mortgage, bond or other instrument to which Pledgor is a party or which is binding upon Pledgor or any of its assets; (c) conflict with Pledgor’s Organizational Documentscertificate of incorporation, by-laws, or other organizational or charter documents; or (d) subject, in the case of performance in furtherance of the exercise by Security Trustee of its rights and remedies, to compliance with the Permitted Restrictions, conflict with any Requirement of Law law, regulation or judicial order binding on Pledgor or any of the Pledged Collateral.