Common use of Pledgor’s Representations and Warranties Clause in Contracts

Pledgor’s Representations and Warranties. Each Pledgor jointly and severally represents and warrants to the Administrative Agent and the Secured Parties as follows: (a) The Collateral listed on the attached Schedule I has been duly authorized and validly issued and, with regards to Pledged Stock, is fully paid and nonassessable. (b) Each Pledgor is the legal and beneficial owner of the Collateral indicated on Schedule I, free and clear of any Lien, purchase option, call or similar right of a third party except for (i) the security interest created by this Pledge Agreement and (ii) other Permitted Liens. (c) The Membership Interests listed on Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each respective issuer thereof and all Membership Interests in which any Pledgor has any ownership interest on the date hereof. The Partnership Interests listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding partnership interests of the respective issuer thereof and all Partnership Interests in which any Pledgor has any ownership interest on the date hereof. The Pledged Shares listed on the attached Schedule I constitute the percentage set forth on Schedule I of the issued and outstanding shares of capital stock of the respective issuer thereof and all Pledged Shares in which Pledgor has any ownership interest on the date hereof. (d) The name of each Pledgor set forth on the signature pages to this Pledge Agreement is the exact legal name of such Pledgor on the date hereof.

Pledgor’s Representations and Warranties. Each Pledgor jointly and severally represents and warrants to the Administrative Agent and the Secured Parties Lenders as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedule I has Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued and, with regards to Pledged Stock, is such Pledgor and are fully paid and nonassessable. (b) Each Such Pledgor is the legal and beneficial owner of the Pledged Collateral indicated on Schedule I, free and clear of any Lien, purchase Lien or option, call or similar right of a third party except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Credit Agreement ( the “Permitted Liens”). (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Administrative Agent or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Administrative Agent. (e) The Membership Interests listed on the attached Schedule I 2.02 (a) constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each the respective issuer thereof set forth on Schedule 2.02(a) and all Membership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on the date hereof. interest. (f) The Partnership Interests listed on the attached Schedule I 2.02(b) constitute the percentage set forth on Schedule I of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all Partnership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on the date hereof. interest. (g) The Pledged Shares listed list on the attached Schedule I 2.02(c) constitute the percentage set forth on Schedule I of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all Pledged Shares of the Equity Interest in such issuer in which the Pledgor has any ownership interest on the date hereofinterest. (dh) The name Schedule 3 sets forth its sole jurisdiction of each Pledgor set forth on formation, type of organization, federal tax identification number, the signature pages organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement is the exact legal name of such Pledgor on the date hereofAgreement.

Pledgor’s Representations and Warranties. Each Pledgor jointly and severally pledgor represents and warrants to the Administrative Agent administrative agent and the Secured Parties secured parties as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedule I has Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued and, with regards to Pledged Stock, is such Pledgor and are fully paid and nonassessable. (b) Each Such Pledgor is the legal and beneficial owner of the Pledged Collateral indicated on Schedule I, free and clear of any Lien, purchase Lien or option, call or similar right of a third party except for (i) the security interest created by this Pledge Agreement and (ii) other Liens permitted under the Credit Agreement ( the “Permitted Liens”). (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required either (a) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (b) for the exercise by the Administrative Agent or any Secured Party of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Administrative Agent. (e) The Membership Interests listed on the attached Schedule I 2.02 (a) constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each the respective issuer thereof set forth on Schedule 2.02(a) and all Membership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on the date hereof. interest. (f) The Partnership Interests listed on the attached Schedule I 2.02(b) constitute the percentage set forth on Schedule I of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all Partnership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on the date hereof. interest. (g) The Pledged Shares listed list on the attached Schedule I 2.02(c) constitute the percentage set forth on Schedule I of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all Pledged Shares of the Equity Interest in such issuer in which the Pledgor has any ownership interest on the date hereofinterest. (dh) The name Schedule 3 sets forth its sole jurisdiction of each Pledgor set forth on formation, type of organization, federal tax identification number, the signature pages organizational number, and all names used by it during the last five years prior to the date of this Pledge Agreement is the exact legal name of such Pledgor on the date hereofAgreement.

Pledgor’s Representations and Warranties. Each Pledgor jointly and severally represents and warrants to the Administrative Agent Secured Party and the Secured Parties other Beneficiaries as follows: (a) The Pledged Collateral applicable to such Pledgor listed on the attached Schedule I has Schedules 2.02(a), 2.02(b) and 2.02(c) have been duly authorized and validly issued and, with regards to Pledged Stock, is such Pledgor and are fully paid and nonassessable. (b) Each Such Pledgor is the legal and beneficial owner of the Pledged Collateral indicated on Schedule I, free and clear of any Lien, purchase Lien or option, call or similar right of a third party except for (i) the security interest created by this Pledge Agreement and the other Loan Documents and (ii) other Permitted Subject Liens. (c) No authorization, authentication, approval, or other action by, and no notice to or filing with, any Governmental Authority is required either (i) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by such Pledgor or (ii) for the exercise by the Secured Party or any Beneficiary of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally). (d) Such Pledgor has the full right, power and authority to deliver, pledge, assign and transfer the Pledged Collateral to the Secured Party. (e) The Membership Interests listed on the attached Schedule I 2.02 (a) constitute the percentage set forth on Schedule I of the issued and outstanding membership interests of each the respective issuer thereof set forth on Schedule 2.02(a) and all Membership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on as of the date hereof. hereof and as of the date such schedule is amended pursuant to this Pledge Agreement. (f) The Partnership Interests listed on the attached Schedule I 2.02(b) constitute the percentage set forth on Schedule I of the issued and outstanding general and limited partnership interests of the respective issuer thereof set forth on Schedule 2.02(b) and all Partnership Interests of the Equity Interest in such issuer in which any the Pledgor has any ownership interest on as of the date hereof. hereof and as of the date such schedule is amended pursuant to this Pledge Agreement. (g) The Pledged Shares listed on the attached Schedule I 2.02(c) constitute the percentage set forth on Schedule I of the issued and outstanding shares of capital stock of the respective issuer thereof set forth on Schedule 2.02(c) and all Pledged Shares of the Equity Interest in such issuer in which the Pledgor has any ownership interest on as of the date hereofhereof and as of the date such schedule is amended pursuant to this Pledge Agreement. (dh) The name Schedule 3 sets forth its sole jurisdiction of each Pledgor set forth on formation, type of organization, federal tax identification number, organizational number, and all names used by it during the signature pages last five years prior to the date of this Pledge Agreement is the exact legal name of such Pledgor on the date hereofAgreement.