Common use of Representations and Warranties of Pledgors Clause in Contracts

Representations and Warranties of Pledgors. Pledgor represents and warrants to Pledgee, and covenants to Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted Liens; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (e) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate, in any material respect, any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Entity or of any securities issued by any Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledge Entity is a party or which is binding upon any Pledgor or any Pledge Entity or upon any of the assets of any Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date). Until this Agreement is terminated pursuant to Section 11 hereof, Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants to Pledgeeas Agent, on behalf of the Benefitted Parties that: (a) Part I of Exhibit A sets A, and the Pledge Amendments (as defined below), if any, set forth (i) the authorized capital stock and other equity interests Capital Stock of each Pledge EntitySubsidiary, (ii) the number of shares of capital stock and other equity interests Capital Stock of each Pledge Entity Subsidiary that are issued and outstanding as of the date hereof, (iii) the number of shares of Capital Stock of each Subsidiary that are held in its treasury and (iiiiv) the percentage of the issued and outstanding shares of capital stock and other equity interests Capital Stock of each Pledge Entity Subsidiary held by such Pledgor. Such Pledgor is The Pledgors are the record and beneficial owner owners of, and has have good and marketable title to, the Pledged Interests of such PledgorShares, and such shares are and will remain free and clear of all pledges, liens, hypothecations, charges, security interests and other encumbrances and restrictions whatsoever, except the Permitted Encumbrances and the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except as set forth on Part II of Exhibit A, and the Pledge Amendments, if any, correctly set forth (i) all Pledged Debt of each Pledgor, (ii) the obligor and payee of each item of Pledged Debt, and (iii) the principal amount of each item of Pledged Debt. The Pledgors are the record and beneficial owners of, and have good and marketable title to, the Pledged Debt, and such Pledged Debt is and will remain free and clear of all pledges, liens, hypothecations, charges, security interests and other encumbrances and restrictions whatsoever, except the Permitted Encumbrances and the liens and security interests created by this Agreement; (c) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged CollateralShares; (cd) This this Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms terms, except to the extent that such enforceability is subject to as limited by applicable bankruptcy, insolvencymoratorium, reorganization, fraudulent conveyance and moratorium laws reorganization and other similar laws of general application affecting the enforcement of creditors’ ' rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (de) The the Pledged Interests Shares have been duly and validly authorized and issued, are fully paid and non-assessable, have not been transferred in violation of any applicable securities laws, and the Pledged Interests listed on Exhibit A constitute represent all of the issued and outstanding capital stock shares of Capital Stock or other equity interests interest of the Pledge Entitieseach Subsidiary; (ef) No no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor (other than the Financing Orders) is required in connection with the pledge and security interest granted under this Agreement; (fg) The the execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgordomestic or foreign, or of the articles charter, constituting documents or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents by-laws of any Pledgor or any Pledge Entity Subsidiary or of any securities issued by any Pledgor or any Pledge Entity Subsidiary or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledge Entity Subsidiary is a party or which is purports to be binding upon any Pledgor or any Pledge Entity Subsidiary or upon any of the assets of any Pledgor or any Pledge Entitytheir respective assets, and will not result in the creation or imposition of any lien, hypothecation, charge or encumbrance on or security interest in any of the assets of any Pledgor or any Pledge Entity, Subsidiary except as otherwise contemplated by this Agreement;; and (gh) The provided that Pledgee remains in continuous possession of the Pledged Shares, the pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral Shares pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral Shares and the proceeds thereof in favor of Pledgee, as Agent, on behalf of the Benefitted Parties, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance encumbrance, other then the Permitted Encumbrances, or to any agreement purporting to grant to any third party a security interest in the property or assets of any Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Shares. Until this Agreement is terminated pursuant to Section 11 hereof, Each Pledgor covenants and agrees that it will defend, for in favor of Pledgee as Agent, on behalf of the benefit of PledgeeBenefitted Parties, Pledgee’s 's right, title and security interest in and to the Pledged Interests, the other Pledged Collateral Shares and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive orderPersons.

Representations and Warranties of Pledgors. Pledgor represents Pledgors represent and warrants warrant to Pledgee, and covenants to covenant with Pledgee, that: (a) Exhibit A sets forth (i) all of the authorized capital stock Pledged Shares and other equity interests all of each Pledge Entitythe shares of Pledgee owned directly or indirectly by Pledgors, and (ii) the number of shares of capital stock and or other equity interests of each entity represented by the Pledged Shares (the “Pledge Entity Entity”) that are authorized, issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is Pledgors are the record and beneficial owner owners of, and has have good and marketable title to, the Merger Shares and the Pledged Interests of such PledgorShares, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests capital stock of the Pledge Entities or any of the other Pledged Collateral; (c) This this Agreement is the legal, valid and binding obligation of Pledgorthe Pledgors, enforceable against Pledgor the Pledgors in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be broughtterms; (d) The the Pledged Interests Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (e) No no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor Pledgors is required in connection with the pledge and security interest granted under this Agreement; (f) The the execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor LSG or any Pledge Entity or of any securities issued by any Pledgor LSG or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor Pledgors or any Pledge Entity is a party or which is purports to be binding upon any Pledgor Pledgors or any Pledge Entity or upon any of the assets of any Pledgor Pledgors or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any Pledgor Pledgors or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The the pledge, assignment and delivery of the Merger Shares and Pledged Interests Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Merger Shares, Pledged Interests Shares and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor Pledgors which would include the Merger Shares, Pledged Interests Shares or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, Pledgor covenants Pledgors covenant and agrees agree that it they will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Merger Shares, Pledged InterestsShares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; (h) each Pledged Share consisting of a membership interest in a limited liability company are “securities” governed by Article 8 of the UCC. Certificates evidencing such membership interests (if any) have been issued to Pledgors by the applicable Pledge Entity. Pledgors covenant they will not cause and will not permit any Pledge Entity to “opt-out” of Article 8 of the UCC, and Pledgors will not take, and will not permit any Pledge Entity to take, any actions to cause the capital stock, membership interests or similar equity interests of such Pledge Entity (if any) to cease to be classified as “securities” governed by Article 8 of the UCC; and (hi) No Pledgor neither Pledgors nor any Pledged Entity the Pledge Entities (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(200149079) (2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants to with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity, (ii) the number of shares of capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity held by such a Pledgor. Such Each Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such PledgorShares owned by it, and such shares are and will remain free and clear clear, subject to Permitted Liens, of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except except as set forth on Exhibit ASchedule 4.1(d) of the Purchase Agreement, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests Shares or any of the other Pledged Collateral; (c) This this Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms terms, except and to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, all of which are subject to the discretion of the court before which an action may be brought; (d) The the Pledged Interests Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests Capital Stock of the Pledge Pledged Entities; (e) No no consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The the execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Pledged Entity or of any securities issued by any Pledgor or any Pledge Pledged Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any a Pledgor or any Pledge Pledged Entity is a party or which is purports to be binding upon any a Pledgor or any Pledge Pledged Entity or upon any of the assets of any a Pledgor or any Pledge Pledged Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any a Pledgor or any Pledge Pledged Entity, except as otherwise contemplated by this Agreement; (g) The the pledge, assignment and delivery of the Pledged Interests Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in in, subject to Permitted Liens, such Pledged Interests Shares and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or nor to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor a Pledgor, which would include the Pledged Interests Shares or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s 's right, title and security interest in and to the applicable Pledged InterestsShares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Neither Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgeethe Collateral Agent, and covenants to Pledgeewith the Collateral Agent, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the Rose Purchase Agreement (the “Existing Liens”), such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and subject to the Existing Liens, such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee the Collateral Agent created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (e) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Entity or of any securities issued by any Pledgor or any Pledge Entity or subject to the obtaining of a waiver agreement from the holder of the Existing Liens of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any such Pledgor or any Pledge Entity is a party or which is binding upon any such Pledgor or any Pledge Entity or upon any of the assets of any such Pledgor or any Pledge Entity, and subject to the Existing Liens will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any such Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgeethe Collateral Agent, subject to no prior pledge, lien, mortgage, hypothecation, the security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes interests reflected on the Closing Date). Exhibit B. Until this Agreement is terminated pursuant to Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgeethe Collateral Agent and each other Purchaser, Pledgeethe Collateral Agent’s right, title and security interest subject to the Existing Liens in and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entitiesPersons; and (h) No Neither any Pledgor nor any Pledged Entity (i) will become a person Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants to with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (e) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Entity or of any securities issued by any Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledge Entity is a party or which is binding upon any Pledgor or any Pledge Entity or upon any of the assets of any Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants to with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such Pledgor, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance BAM Administrative Services LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date) and Permitted Liens); (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged Collateral; (c) This Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against each Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; (e) No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Entity or of any securities issued by any Pledgor or any Pledge Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any Pledgor or any Pledge Entity is a party or which is binding upon any Pledgor or any Pledge Entity or upon any of the assets of any Pledgor or any Pledge Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any Pledgor or any Pledge Entity, except as otherwise contemplated by this Agreement; (g) The pledge, assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance BAM Administrative Services LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date). Until this Agreement is terminated pursuant to Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s right, title and security interest in and to the Pledged Interests, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Pledgor nor any Pledged Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgeeto, and covenants to Pledgeewith, thatthe Collateral Agent, for the benefit of the Secured Parties, as follows: (a) Exhibit A sets forth (i) the authorized capital stock and other equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Such Pledgor is the record and beneficial owner of, and has good and marketable legal title to, the Pledged Interests of such PledgorShares, including without limitation the Pledged Shares listed on Exhibit A, and such shares are and will remain and all other Capital Stock constituting Pledged Collateral will be, free and clear of all pledges, liens, security interests Liens and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee Liens created by this Agreement or the other Loan Documents (other than Liens as defined in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensCredit Agreement or the Other Credit Agreement); (b) Except such Pledgor has full power, authority and legal right to execute this Agreement and to pledge the Pledged Shares and any additional Pledged Collateral to the Collateral Agent, for the benefit of the Secured Parties; (c) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except as set forth on Exhibit Asuch enforceability may be limited by applicable bankruptcy, moratorium, reorganization and other similar laws affecting the enforcement of creditors’ rights generally; (d) there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests or any of the other Pledged CollateralShares; (ce) This Agreement is the legalPledged Shares have been, valid and binding obligation of Pledgorall additional Pledged Collateral constituting capital stock will be, enforceable against Pledgor in accordance with its terms except to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (d) The Pledged Interests have been duly and validly authorized and issued, and are or will be fully paid and non-assessable, and the . The Pledged Interests Shares listed on Exhibit A constitute all the percentage of the issued and outstanding capital stock or other equity interests Capital Stock of such class of the Pledge EntitiesIssuers specified on Exhibit A; (ef) No no consent, approval or authorization of or designation or filing with any governmental or regulatory authority Governmental Authority on the part of any such Pledgor is required in connection with or as a condition to the pledge and security interest granted under this Agreement, or the exercise by the Collateral Agent of the voting and other rights provided for in this Agreement except as may be required in connection with disposition of the Pledged Collateral by laws affecting the offering and sale of securities generally; (fg) The the execution, delivery and performance of this Agreement by such Pledgor will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any PledgorGovernmental Authority, or of the articles charter or certificate by-laws or Memorandum of incorporation, certificate Articles of formation, bylaws or any other similar organizational documents Association of any such Pledgor or any Pledge Entity Issuer or of any securities issued by any Pledgor or any Pledge Entity Issuer or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any such Pledgor or any Pledge Entity Issuer is a party or which is purports to be binding upon any such Pledgor or any Pledge Entity Issuer or upon any of the assets of any Pledgor or any Pledge Entitytheir respective assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any such Pledgor or any Pledge Entity, Issuer except as otherwise contemplated to the extent not prohibited by this Agreement or the Credit Agreement; (gh) The the pledge, assignment and delivery to the Collateral Agent of the Pledged Interests and the other Pledged Collateral Shares pursuant to this Agreement creates a valid first lien priority Lien on and a first perfected first priority security interest in such the Pledged Interests and Pledged Collateral Shares and the proceeds Proceeds thereof in favor of Pledgeethe Collateral Agent, for the benefit of the Secured Parties, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor which would include the Pledged Interests or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Lien. Until this Agreement is terminated pursuant to Section 11 hereof, Such Pledgor covenants and agrees that it will defend, for defend the benefit of Pledgee, PledgeeCollateral Agent’s right, title and security interest in and to the Pledged Interests, the other Pledged Collateral Shares and the proceeds thereof against the claims and demands of all other persons whomsoever. (i) with respect to any certificates delivered to the Collateral Agent representing Pledged Collateral, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Issuer or entitiesotherwise, or, if such certificates are not Securities, such Pledgor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (j) all Pledged Collateral owned by such Pledgor and held by a securities intermediary is covered by a control agreement among such Pledgor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control; and (hk) No none of the Pledged Collateral owned by such Pledgor nor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any Pledged Entity (i) will become a person whose property jurisdiction to which such issuance or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive ordertransfer may be subject.

Representations and Warranties of Pledgors. Each Pledgor represents and warrants to Pledgee, and covenants to with Pledgee, that: (a) Exhibit A sets forth (i) the authorized capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity, (ii) the number of shares of capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity that are issued and outstanding as of the date hereof, and (iii) the percentage of the issued and outstanding shares of capital stock and other equity Capital Stock or membership interests of each Pledge Pledged Entity held by such a Pledgor. Such Each Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of such PledgorShares owned by it, and such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of Pledgee created by this Agreement (other than Liens in favor of Oxford Finance LLC, which shall be released on the Closing Date) and Permitted LiensAgreement; (b) Except as set forth on Exhibit A, there are no outstanding options, warrants or other similar agreements with respect to the Pledged Interests Shares or any of the other Pledged Collateral; (c) This this Agreement is the legal, valid and binding obligation of each Pledgor, enforceable against such Pledgor in accordance with its terms terms, except and to the extent that such enforceability is subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and moratorium laws and other laws of general application affecting enforcement of creditors’ ' rights generally, or the availability of equitable remedies, all of which are subject to the discretion of the court before which an action may be brought; (d) The the Pledged Interests Shares have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests Shares listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests Capital Stock of the Pledge Pledged Entities; (e) No no consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of any Pledgor is required in connection with the pledge and security interest granted under this Agreement; (f) The the execution, delivery and performance of this Agreement will not violate, in any material respect, violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, which are applicable to any Pledgordomestic or foreign, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of any Pledgor or any Pledge Pledged Entity or of any securities issued by any Pledgor or any Pledge Pledged Entity or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which any a Pledgor or any Pledge Pledged Entity is a party or which is purports to be binding upon any a Pledgor or any Pledge Pledged Entity or upon any of the assets of any a Pledgor or any Pledge Pledged Entity, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of any a Pledgor or any Pledge Pledged Entity, except as otherwise contemplated by this Agreement; (g) The the pledge, assignment and delivery of the Pledged Interests Shares and the other Pledged Collateral pursuant to this Agreement creates a valid first lien on and perfected first priority security interest in such Pledged Interests Shares and Pledged Collateral and the proceeds thereof in favor of Pledgee, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or nor to any agreement purporting to grant to any third party a security interest in the property or assets of Pledgor a Pledgor, which would include the Pledged Interests Shares or any other Pledged Collateral (other than Liens in favor of Oxford Finance LLC, which shall be released simultaneously with the purchase of the Notes on the Closing Date)Collateral. Until this Agreement is terminated pursuant to Section 11 hereof, each Pledgor covenants and agrees that it will defend, for the benefit of Pledgee, Pledgee’s 's right, title and security interest in and to the applicable Pledged InterestsShares, the other Pledged Collateral and the proceeds thereof against the claims and demands of all other persons or entities; and (h) No Neither Pledgor nor any Pledged Entity Entity (i) will become a person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or (iii) will otherwise become a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other Office of Foreign Asset Control regulation or executive order.