Common use of Representations and Warranties of the Pledgors Clause in Contracts

Representations and Warranties of the Pledgors. Each of the Pledgors hereby makes the following representations, warranties and covenants to the Security Trustee for the benefit of the Secured Parties: (a) It has the full power and authority and legal right to own its Pledged Shares and to execute, deliver and perform its obligations under this pledge. (b) The execution, delivery and performance by the Pledgor of this pledge are within its powers, have been duly authorized by all necessary and proper action and (i) will not violate any Applicable Law which is applicable to the Pledgor, (ii) will not conflict with the articles of incorporation, by-laws or any other constitutive documents of the Pledgor, (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any Lien or charge on the Pledged Shares under, any agreement or instrument to which the Pledgor is a party or by which it or any of its properties or assets is bound, and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement or instrument. (c) No government approval is required either (i) for the pledge by the Pledgor of its Pledged Shares pursuant to this Section 12 or for the perfection of the Lien created hereby or for the execution, delivery and performance by the Pledgor of this pledge or (ii) for the exercise by the Security Trustee of the voting or other rights provided for in this Section 12 or the remedies in respect of the Pledged Shares provided for in this Section 12. (d) The Pledgor, through its Board of Directors, has independently satisfied itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Finance Documents and that there are reasonable grounds for believing that the execution by it of the Finance Documents will result in corporate benefits to it. (e) The Pledgor is the registered and Beneficial Owner of the Pledged Shares set out opposite its name in Schedule V, except those certain shares specified in Schedule V as being registered in the names of certain persons holding them in trust for such Pledgor, of which such Pledgor is the Beneficial Owner. (f) All of the Pledged Shares are: (i) duly authorized, validly issued and non-assessable; (ii) free and clear of any Lien, (iii) were issued in compliance with Applicable Law. (g) There are no outstanding, and the Pledgor and the Relevant Company have not agreed to grant or to issue any options, warrants, or similar rights to others to acquire or receive any of the authorized but unissued shares of capital stock of the Relevant Company. (h) The Pledged Shares are fully paid up. (i) The Pledged Shares comprise 100% of the outstanding capital stock of the Relevant Company set out opposite the name of the relevant Pledgor. (j) The pledge constituted under this Section 12, when duly perfected, will create a valid, first priority security interest and Lien in the Pledged Shares. (k) There is no pending or, to the knowledge of the Pledgor, threatened action or proceeding affecting the Pledgor or the Pledged Shares before any Governmental Authority which would, if adversely determined, materially affect the legality, validity and binding and enforceable effect of the Pledge.

Representations and Warranties of the Pledgors. Each of Except as set forth in the Pledgors hereby makes the following representations, warranties and covenants disclosure schedules to the Security Trustee for Securities Purchase Agreement or in the benefit of Exchange Act Filings with respect to those representations and warranties set forth below that have parallel representations and warranties set forth in the Secured PartiesSecurities Purchase Agreement which permit exceptions as set forth in the disclosure schedules and/or the Exchange Act Filings, each Pledgor represents and warrants to the Pledgee that: (a) It has the full power and authority and legal right to own its Pledged Shares and to execute, deliver and perform its obligations under this pledge. (b) The execution, delivery and performance by the Pledgor of this pledge are within its powers, have been duly authorized by all necessary and proper action and (i) will not violate any Applicable Law which is applicable to the Pledgor, (ii) will not conflict with the articles of incorporation, by-laws or any other constitutive documents of the Pledgor, (iii) will not conflict with or result in the breach of any provision of, or in the imposition of any Lien or charge on the Pledged Shares under, any agreement or instrument to which the Pledgor is a party or by which it or any of its properties or assets is bound, and (iv) will not constitute a default or an event that, with the giving of notice or the passing of time, or both, would constitute a default under any such agreement or instrument. (c) No government approval is required either (i) for the pledge by the Pledgor of its Pledged Shares pursuant to this Section 12 or for the perfection of the Lien created hereby or for the execution, delivery and performance by the such Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to such Pledgor which violation has or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) this Agreement constitutes the legal, valid, and binding obligation of each Pledgor enforceable against such Pledgor in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and (ii) for as limited by general principles of equity that restrict the exercise availability of equitable or legal remedies; (c) (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the Security Trustee of the voting or other rights provided for in this Section 12 or the remedies in respect legal and beneficial owner of the Pledged Shares provided for in this Section 12.Stock as set forth on Schedule A; (d) The Pledgor, through its Board of Directors, has independently satisfied itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Finance Documents and that there are reasonable grounds for believing that the execution by it all of the Finance Documents will result in corporate benefits to it. (e) The Pledgor is the registered and Beneficial Owner shares of the Pledged Shares set out opposite its name in Schedule V, except those certain shares specified in Schedule V as being registered in the names of certain persons holding them in trust for such Pledgor, of which such Pledgor is the Beneficial Owner. (f) All of the Pledged Shares are: (i) Stock have been duly authorized, validly issued and are fully paid and non-assessable; ; (e) no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder; (f) there are no pending or, to each of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which would have, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Collateral; (g) each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee, for the ratable benefit of the Creditor Parties, in accordance with the terms of this Agreement; (i) each Pledgor owns each item of the Collateral and the Collateral shall be, immediately following the closing of the transactions contemplated by the Documents, free and clear of any Lienother security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (iii) were issued in compliance with Applicable Law. (g) There are no outstandingcollectively, and the Pledgor and the Relevant Company have not agreed to grant or to issue any options“Liens”), warrants, or similar rights to others to acquire or receive any of the authorized but unissued shares of capital stock of the Relevant Company.other than Permitted Encumbrances; (h) The there are no restrictions on transfer of the Pledged Shares are fully paid up.Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which have not otherwise been enforceably and legally waived or consented to by the necessary parties; and (i) The Pledged Shares comprise 100% none of the outstanding capital stock Pledged Stock has been issued or transferred in violation of the Relevant Company set out opposite the name securities registration, securities disclosure or similar laws of the relevant Pledgorany jurisdiction to which such issuance or transfer may be subject. (j) The pledge constituted under this Section 12, when duly perfected, will create a valid, first priority security interest and Lien in the Pledged Shares. (k) There is no pending or, to the knowledge of the Pledgor, threatened action or proceeding affecting the Pledgor or the Pledged Shares before any Governmental Authority which would, if adversely determined, materially affect the legality, validity and binding and enforceable effect of the Pledge.

Representations and Warranties of the Pledgors. Each On a continuing basis during the term of the Pledgors hereby makes the following representationsthis Security and Pledge Agreement, warranties each Pledgor represents and covenants warrants to the Security Trustee for Collateral Agent and to the benefit of the Secured PartiesTrust as follows: (ai) It such Pledgor has the full power and authority to execute and legal right to own its Pledged Shares deliver this Security and Pledge Agreement and to executeperform and observe the provisions hereof, deliver except as performance may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights, and perform its obligations under this pledge.general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (bii) The the execution, delivery and performance by the Pledgor of this pledge are within its powers, have Security and Pledge Agreement by such Pledgor has been duly authorized by all necessary action, corporate or otherwise, on the part of such Pledgor and proper action and (i) will does not violate contravene any Applicable Law which is applicable to the requirement of law, such Pledgor, (ii) will not conflict with the articles of incorporation, 's charter or by-laws or any other constitutive documents of the Pledgor, (iii) will not conflict with transactional restriction or result in the breach of any provision of, agreement binding on or in the imposition of any Lien or charge on the Pledged Shares under, any agreement or instrument to which the affecting such Pledgor is a party or by which it or any of its properties assets; (iii) this Security and Pledge Agreement has been duly and properly executed and delivered by such Pledgor and constitutes a legal, valid and binding agreement of such 16 Pledgor enforceable against such Pledgor in accordance with its terms, except as the enforcement of rights and remedies may be limited by bankruptcy, insolvency, reorganization, moratorium, or assets is boundother similar laws now or hereafter in effect relating to creditors' rights, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (iv) will not constitute a default no Transfer Restrictions exist with respect to or an event thatotherwise apply to the assignment of, with or transfer by such Pledgor of possession of, any items of Collateral to the giving of notice Collateral Agent hereunder, or the passing subsequent sale or transfer of time, or both, would constitute a default under any such agreement or instrument.items of Collateral by the Collateral Agent pursuant to the terms hereof; (cv) No government approval is required either (i) except for the pledge by the Pledgor of its Pledged Shares pursuant to this Section 12 or for the perfection rights of the Lien created hereby or for the execution, delivery Trust and performance by the Pledgor of this pledge or (ii) for the exercise by the Security Trustee of the voting or other rights provided for in Collateral Agent on the Trust's behalf established under this Section 12 or Security and Pledge Agreement and the remedies in respect of Forward Purchase Contract, such Pledgor has good and marketable title to the Pledged Shares provided for in this Section 12. (d) The Pledgor, through its Board of Directors, has independently satisfied itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Finance Documents and that there are reasonable grounds for believing that the execution Collateral pledged by it of the Finance Documents will result in corporate benefits to it. (e) The Pledgor is the registered under this Security and Beneficial Owner of the Pledged Shares set out opposite its name in Schedule VPledge Agreement, except those certain shares specified in Schedule V as being registered in the names of certain persons holding them in trust for such Pledgor, of which such Pledgor is the Beneficial Owner. (f) All of the Pledged Shares are: (i) duly authorized, validly issued and non-assessable; (ii) free and clear of any Lien, all Liens (iiiother than the Lien created by this Security and Pledge Agreement) were issued and Transfer Restrictions and has the right to pledge such Collateral as provided in compliance with Applicable Law.this Security and Pledge Agreement; (gvi) There such Pledgor is not in default under any agreement by which the Collateral may be bound and no litigation, arbitration or administrative proceedings are no outstandingcurrent or pending, which default, litigation, arbitration or administrative proceedings are material to the Collateral in the context of this Security and Pledge Agreement; (vii) upon Delivery of the Collateral to the Collateral Agent hereunder, the Collateral Agent will obtain a valid first priority and perfected and enforceable security interest in, and the a first lien on, such Collateral subject to no other Lien; and none of such Collateral is or shall be pledged by such Pledgor and the Relevant Company have not agreed to grant or to issue as collateral for any options, warrants, or similar rights to others to acquire or receive any of the authorized but unissued shares of capital stock of the Relevant Company.other purpose; and (hviii) The Pledged Shares are fully paid upsuch Pledgor is presently solvent and able to pay, and paying, its debts as they come due, and anticipates that it will continue to be able to pay its debts as they come due for the foreseeable future. (i) The Pledged Shares comprise 100% of the outstanding capital stock of the Relevant Company set out opposite the name of the relevant Pledgor. (j) The pledge constituted under this Section 12, when duly perfected, will create a valid, first priority security interest and Lien in the Pledged Shares. (k) There is no pending or, to the knowledge of the Pledgor, threatened action or proceeding affecting the Pledgor or the Pledged Shares before any Governmental Authority which would, if adversely determined, materially affect the legality, validity and binding and enforceable effect of the Pledge.