Representations and Warranties of Each Grantor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that: 4.3.1 Except as provided in Subsection 3.3, the shares of Pledged Stock pledged by such Grantor hereunder constitute (i) in the case of shares of a Subsidiary formed under the laws of Canada or a province or territory thereof (a “Canadian Subsidiary”), all the issued and outstanding shares of all classes of the Capital Stock of such Canadian Subsidiary owned by such Grantor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Closing Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Grantor. 4.3.2 [Reserved]. 4.3.3 Such Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement (including, without limitation, those permitted to exist pursuant to Section 8.6 of the Credit Agreement). 4.3.4 Upon the delivery to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such Grantor together with executed undated stock powers or other instruments of transfer, the security interest created in such Pledged Securities constituting certificated securities by this Agreement, assuming the continuing possession of such Pledged Securities by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the PPSA, enforceable in accordance with its terms against all creditors of such Grantor and any Persons purporting LEGAL_1:67880593.5 LEGAL_36377770.2 to purchase such Pledged Securities from such Grantor to the extent provided in and governed by the PPSA, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preference, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 4.3.5 Upon the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by the filing of a financing statement) the filing of the financing statements listed on Schedule 3 hereto and (y) the obtaining and maintenance of “control” (as described in the PPSA) by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with any applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities to the extent provided in and governed by the PPSA, enforceable in accordance with its terms against all creditors of such Grantor and any persons purporting to purchase such Pledged Securities from such Grantor, to the extent provided in and governed by the PPSA, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preference, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
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Representations and Warranties of Each Grantor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:
4.3.1 (i) Schedule 3 sets forth under the headings “Pledged Stock,” “Pledged LLC Interests” and “Pledged Partnership Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests and Pledged Partnership Interests owned by any Grantor that constitutes Collateral and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests indicated on such Schedule.
(ii) Except as provided in Subsection 3.3set forth on Schedule 3, each Grantor has not acquired any Equity Interests of another entity or substantially all the shares assets of another entity within the past five (5) years.
(iii) All the Pledged Stock Equity Interests pledged by such Grantor hereunder constitute (i) in the case of shares of a Subsidiary formed under the laws of Canada or a province or territory thereof (a “Canadian Subsidiary”), all the have been duly authorized and validly issued and outstanding shares of all classes of the Capital Stock of such Canadian Subsidiary owned by such Grantor are fully paid and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Closing Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Grantornonassessable.
4.3.2 [Reserved].
4.3.3 (iv) Such Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities Collateral pledged by it hereunder, free of any and all Liens securing Indebtedness owing to or options in favor of, or claims of, any other Person, except the security interest Security Interest created by this Agreement and Agreement, Liens arising by operation of law or Liens permitted by the Credit Agreement (including, without limitation, those permitted to exist pursuant to Section 8.6 4.10 of the Credit Indenture and any comparable provision of each Additional Pari Passu Agreement); provided, that there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.
4.3.4 (v) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent or, pursuant to the terms of the First Priority/Second Priority Intercreditor Agreement, to the First Priority Designated Agent as agent for, among others, the Collateral Agent and the other Secured Parties in accordance with Section 5 hereof.
(vi) Schedule 2 sets forth under the heading “Pledged Debt Instruments” all of the Pledged Debt Instruments owned by any Grantor and all of such Pledged Debt Instruments have been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes all of the issued and outstanding inter-company Indebtedness.
(vii) None of the Pledged Equity Interests is or represents interests in Equity Issuers that: (A) are registered investment companies, (B) are dealt in or traded on securities exchanges or markets or (C) have opted to be treated as “securities” under Article 8 of the UCC of any jurisdiction.
(viii) No consent of any Person including any other general or limited partner, any other member of a limited liability company or any other shareholder is necessary in connection with the creation, perfection or second priority status of the Security Interest in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof.
(ix) Upon the delivery to the Collateral AgentAgent or, pursuant to the ABL Agent, terms of the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable First Priority/Second Priority Intercreditor Agreement, to the First Priority Designated Agent as agent for, among others, the Collateral Agent and the other Secured Parties of the certificates evidencing the Pledged Securities Equity Interests, if any, and the promissory notes evidencing the Pledge Debt Instruments held by such Grantor together with executed undated stock transfer powers or other instruments of transfer, the security interest Security Interest created by this Agreement in such Pledged Securities Collateral constituting certificated securities by this Agreementand Indebtedness owed to such Grantor, assuming the continuing possession of such Pledged Securities Collateral by the Collateral AgentAgent or, pursuant to the terms of the First Priority/Second Priority Intercreditor Agreement, the ABL First Priority Designated Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first second priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities Collateral to the extent provided in and governed by the PPSAUCC, enforceable in accordance with its terms against all creditors Parties of such Grantor and any Persons purporting LEGAL_1:67880593.5 LEGAL_36377770.2 to purchase such Pledged Securities Collateral from such Grantor to the extent provided in and governed by the PPSAGrantor, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingequity.
4.3.5 Upon the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by Upon the filing of a financing statement) the filing of the financing statements listed on Schedule 3 hereto and (y) the obtaining and maintenance of “control” (as described in the PPSA) by appropriate jurisdictions under the Collateral AgentUCC, the ABL Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with any applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest Security Interest created by this Agreement in such Pledged Securities Collateral that constitute uncertificated securities, will constitute a valid, perfected first second priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities Collateral constituting uncertificated securities to the extent provided in and governed by the PPSAsecurities, enforceable in accordance with its terms against all creditors Parties of such Grantor and any persons purporting to purchase such Pledged Securities Collateral from such Grantor, to the extent provided in and governed by the PPSAUCC, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingequity.
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Samples: Second Lien Pledge and Security Agreement (Matthews International Corp)
Representations and Warranties of Each Grantor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Each Grantor hereby represents and warrants to the Collateral Administrative Agent and each other Secured Party that:
4.3.1 (i) Schedule 3 sets forth under the headings “Pledged Stock,” “Pledged LLC Interests” and “Pledged Partnership Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests and Pledged Partnership Interests owned by any Grantor that constitutes Collateral and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests or percentage of partnership interests indicated on such Schedule.
(ii) Except as provided in Subsection 3.3set forth on Schedule 3, each Grantor has not acquired any Equity Interests of another entity or substantially all the shares assets of another entity within the past five (5) years.
(iii) All the Pledged Stock Equity Interests pledged by such Grantor hereunder constitute (i) in the case of shares of a Subsidiary formed under the laws of Canada or a province or territory thereof (a “Canadian Subsidiary”), all the have been duly authorized and validly issued and outstanding shares of all classes of the Capital Stock of such Canadian Subsidiary owned by such Grantor are fully paid and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Closing Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Grantornonassessable.
4.3.2 [Reserved].
4.3.3 (iv) Such Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities Collateral pledged by it hereunder, free of any and all Liens securing Indebtedness owing to or options in favor of, or claims of, any other Person, except the security interest Security Interest created by this Agreement and Agreement, Liens arising by operation of law or Liens permitted by the Credit Agreement (including, without limitation, those permitted to exist pursuant to Section 8.6 6.01 of the Credit Agreement); provided, that there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.
4.3.4 (v) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Administrative Agent in accordance with Section 5 hereof.
(vi) Schedule 2 sets forth under the heading “Pledged Debt Instruments” all of the Pledged Debt Instruments owned by any Grantor and all of such Pledged Debt Instruments have been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes all of the issued and outstanding inter-company Indebtedness.
(vii) None of the Pledged Equity Interests is or represents interests in Issuers that: (A) are registered investment companies, (B) are dealt in or traded on securities exchanges or markets or (C) have opted to be treated as “securities” under Article 8 of the Uniform Commercial Code of any jurisdiction.
(viii) No consent of any Person including any other general or limited partner, any other member of a limited liability company or any other shareholder is necessary in connection with the creation, perfection or first priority status of the Security Interest in any Pledged Equity Interests or the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof
(ix) Upon the delivery to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, Administrative Agent of the certificates evidencing the Pledged Securities Equity Interests, if any, and the promissory notes evidencing the Pledge Debt Instruments held by such Grantor together with executed undated stock transfer powers or other instruments of transfer, the security interest Security Interest created by this Agreement in such Pledged Securities Collateral constituting certificated securities by this Agreementand Indebtedness owed to such Grantor, assuming the continuing possession of such Pledged Securities Collateral by the Collateral Administrative Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities Collateral to the extent provided in and governed by the PPSAUCC, enforceable in accordance with its terms against all creditors Parties of such Grantor and any Persons purporting LEGAL_1:67880593.5 LEGAL_36377770.2 to purchase such Pledged Securities Collateral from such Grantor to the extent provided in and governed by the PPSAGrantor, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingequity.
4.3.5 Upon the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by Upon the filing of a financing statement) the filing of the financing statements listed on Schedule 3 hereto and (y) the obtaining and maintenance of “control” (as described in the PPSA) by appropriate jurisdictions under the Collateral AgentUCC, the ABL Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with any applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest Security Interest created by this Agreement in such Pledged Securities Collateral that constitute uncertificated securities, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities Collateral constituting uncertificated securities to the extent provided in and governed by the PPSAsecurities, enforceable in accordance with its terms against all creditors Parties of such Grantor and any persons purporting to purchase such Pledged Securities Collateral from such Grantor, to the extent provided in and governed by the PPSAUCC, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as enforceability may be limited affected by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, rights generally and by general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingequity.
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Samples: Pledge and Security Agreement (Matthews International Corp)
Representations and Warranties of Each Grantor. To induce the Collateral Agent, the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:
4.3.1 Except as provided in Subsection 3.3, the shares of Pledged Stock pledged by such Grantor hereunder constitute (i) in the case of shares of a Subsidiary formed under the laws of Canada or a province or territory thereof (a “Canadian Domestic Subsidiary”), all the issued and outstanding shares of all classes of the Capital Stock of such Canadian Domestic Subsidiary owned by such Grantor and (ii) in the case of any Pledged Stock constituting Capital Stock of any Foreign Subsidiary, as of the Closing Date such percentage (not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the Capital Stock of each such Foreign Subsidiary owned by such Grantor.
4.3.2 [ReservedRESERVED].
4.3.3 Such Grantor is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it hereunder, free of any and all Liens securing Indebtedness owing to any other Person, except the security interest created by this Agreement and Liens permitted by the Credit Agreement (including, without limitation, those permitted to exist pursuant to Section 8.6 of the Credit Agreement).
4.3.4 Upon the delivery to the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of the certificates evidencing the Pledged Securities held by such Grantor together with executed undated stock powers or other instruments of transfer, the security interest created in such Pledged Securities constituting certificated securities by this Agreement, assuming the continuing possession of such Pledged Securities by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities to the extent provided in and governed by the PPSACode, enforceable in accordance with its terms against all creditors of such Grantor and any Persons purporting LEGAL_1:67880593.5 LEGAL_36377770.2 to purchase such Pledged Securities from such Grantor to the extent provided in and governed by the PPSACode, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
4.3.5 Upon the earlier of (x) (to the extent a security interest in uncertificated securities may be perfected by the filing of a financing statement) the filing of the financing statements listed on Schedule 3 hereto and (y) the obtaining and maintenance of “control” (as described in the PPSACode) by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent (or their respective agents appointed for purposes of perfection), as applicable, in accordance with any applicable Intercreditor Agreement, of all Pledged Securities that constitute uncertificated securities, the security interest created by this Agreement in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority (subject, in terms of priority only, to the priority of the Liens of the ABL Agent, the applicable Collateral Representative and any Additional Agent) security interest in such Pledged Securities constituting uncertificated securities to the extent provided in and governed by the PPSACode, enforceable in accordance with its terms against all creditors of such Grantor and any persons purporting to purchase such Pledged Securities from such Grantor, to the extent provided in and governed by the PPSACode, in each case subject to Liens permitted pursuant to the Credit Agreement, including Permitted Liens (and any applicable Intercreditor Agreement), and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preferenceconveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
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