Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes A through E hereto; and (x) on the date hereof, such Pledgor owns no other Securities, Limited Liability Company Interests or Partnership Interests.
Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof: (i) the jurisdiction of organization of such Pledgor, and such Pledgor’s organizational identification number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor constituting GMSCII or a Vessel Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase Stock) of GMSCII or Vessel Subsidiary Guarantor held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in Annex C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding capital stock of GMSCII or the respective Vessel Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited Liability Company Interests in any and all of GMSCII or a Vessel Subsidiary Guarantor held by such Pledgor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantors described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of GMSCII or the respective Vessel Subsidiary Guarantors as set forth in Annex D hereto; (vii) the Partnership Interests held by such Pledgor in any and all of GMSCII or a Vessel Subsidiary Guarantor consist of the number and type of interests of GMSCII or the respective Vessel Subsidiary Guarantor described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes B through E hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each case, GMSCII or a Vessel Subsidiary Guarantor. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EACH PLEDGOR AND THE PLEDGEE (ON BEHALF OF THE SECURED CREDITORS) ACKNOWLEDGES AND AGREES THAT (X) THE LIEN AND SECURITY INTEREST GRANTED TO THE PLEDGEE BY THIS AGREEMENT AND THE RIGHTS AND REMEDIES OF (AND ANY EXERCISE THEREOF BY) THE PLEDGEE AND THE SECURED PARTIES HEREUNDER SHALL BE SUBJECT TO AND GOVERNED BY THE TERMS OF THE SECONDARY INTERCREDITOR AGREEMENT; (Y) THE LIEN AND SECURITY INTEREST GRANTED PURSUANT TO...
Certain Representations and Warranties Regarding the Collateral. The Pledgor represents and warrants that on the date hereof (i) the Pledged Stock consists of the number and type of shares described in Annex A hereto; (ii) the Pledged Stock constitutes that percentage of the issued and outstanding common stock of the Issuer as is set forth in Annex A hereto; and (iii) the Pledgor has complied with the respective procedure set forth in Sections 3.2(a) and (b) hereof with respect to each item of Collateral hereunder. 4.
Certain Representations and Warranties Regarding the Collateral. The Pledgor represents and warrants that on the date hereof (i) the Limited Liability Company Interests held by the Pledgor consist of the number and type of interests of the Borrower described in Annex A hereto; (ii) each such Limited Liability Company Interest referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the Borrower as set forth in Annex A hereto; and (iii) the Pledgor has complied in all material respects with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annex A hereto.
Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that, except as the Annexes hereto may be supplemented from time to time pursuant to Section 3.3: (a) each Subsidiary of such Pledgor, and the direct ownership thereof, is identified in Annex B hereto; (b) the Equity Interests held by such Pledgor consists of the number and type of Equity Interests of the corporations, limited liability companies and other entities identified in Annex C hereto; (c) such Equity Interests constitute that percentage of the issued and outstanding Equity Interests of the issuer as is set forth in Annex C hereto; (d) such Pledgor does not hold any Notes; (e) except as otherwise identified and described in Annex B and Annex C hereto, such Pledgor does not hold any Limited Liability Company Interests; (f) such Pledgor does not hold any Partnership Interests; (g) such Pledgor has complied with the applicable procedures set forth in Section 3.2(a) with respect to each item of Collateral described in Annexes B and C hereto; and (h) such Pledgor owns no other Securities.
Certain Representations and Warranties Regarding the Collateral. The Pledgor represents and warrants that on the date hereof: (i) the KSE Stock held by the Pledgor is listed on Annex A hereto; (ii) such KSE Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex A hereto; and (iii) the Pledgor has complied with the respec- tive procedure set forth in Section 3.2(a)(i) through (iii) hereof with respect to each item of Collateral as of the date hereof.
Certain Representations and Warranties Regarding the Collateral. Grantor represents and warrants that on the date hereof: (i) the exact legal name of Grantor, the type of organization of Grantor, whether or not Grantor is a Registered Organization, the jurisdiction of organization of Grantor, the organizational identification number (if any) of Grantor, and whether or not Grantor is a Transmitting Utility, is listed on Annex A hereto; (ii) the Grantor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral. With respect to the Collateral, Grantor hereby represents and warrants that:
(a) no financing statement covering the Collateral, or any part thereof, has been filed and remains in effect other than any financing statements filed in connection with Liens permitted to exist on the Collateral under the Loan Documents and financing statements for which duly authorized proper termination statements have been delivered to the Administrative Agent for filing;
(b) except for Liens permitted to exist on the Collateral under the Loan Documents, no other security agreement covering the Collateral, or any part thereof, has been made and no security interest, other than the one herein created or created in the other Loan Documents, has attached or been perfected in the Collateral or in any part thereof; and
(c) except for the Liens permitted to exist on the Collateral under the Loan Documents, no dispute, right of setoff, counterclaim or defense exists with respect to any part of the Collateral.
(d) There is listed on Annex B hereto the location of the principal place of business of Grantor, all of the other places of business of Grantor and all locations where the Collateral and the books and records of Grantor are kept. Grantor shall not change the location of (i) its places of business or its book and records, or (ii) any Collateral without in each case providing concurrent written notice thereof to Administrative Agent.
Certain Representations and Warranties Regarding the Collateral. Each Pledgor represents and warrants that on the date hereof (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in Annex A hereto; (ii) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (iii) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in Annex B hereto; (iv) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex C hereto; (v) each such Limited Liability Company Interest constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in Annex C hereto; (vi) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in Annex D hereto; (vii) each such Partnership Interest constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in Annex D hereto; (viii) such Pledgor has complied with the respective procedure set forth in Section 3.2(a) with respect to each item of Collateral described in Annexes A through D hereto; and (ix) on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests.
Certain Representations and Warranties Regarding the Collateral. The Pledgor represents and warrants that on the date hereof (a) ANNEX A contains a correct and complete listing of all Equity Interests in any Person owned by the Pledgor which constitute Collateral under Section 3.1 hereof, except for Equity Interests in any Person which, in the reasonable judgement of the Pledgor, have an aggregate value of $25,000 or less on the date hereof; (b) ANNEX A 12 -12- contains a correct and complete listing of all Notes payable to the Pledgor by any Person which constitute Collateral under SECTION 3.1 hereof, except for Notes issued by any Person which have an aggregate face value of $25,000 or less on the date hereof; and (c) the aggregate value of the Equity Interests (as determined by the Pledgor in its reasonable judgement) and Notes (as determined by face value) which constitute Collateral under SECTION 3.1 hereof, but are not listed on ANNEX A by virtue of the exclusions set forth in CLAUSES (a) and (b) above, does not exceed $500,000 on the date hereof.
Certain Representations and Warranties Regarding the Collateral. The Pledgor represents and warrants that on the date hereof: (i) on the Closing Date, the Stock held by the Pledgor consists of the number and type of shares of the stock of the Target as described in Annex B hereto; (ii) on the Closing Date, such Stock referenced in clause (i) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the Target as is set forth in Annex B hereto; (iii) the Pledgor will comply with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annex B hereto by the date specified in Section 3.2(a); (iv) on the Closing Date, the Pledgor owns no other Securities or Stock with respect to the Target other than the Collateral; and (iv) on the Closing Date, Annex C hereto accurately sets forth, each Collateral Account maintained by the Pledgor (including a description thereof and the respective account number), the name of the respective bank with which such Collateral Account is maintained and the jurisdiction of the respective bank with respect to such Collateral Account.
