Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, warrants and covenants that (i) the Stock held by the Pledgor consists of the number and type of shares of the stock of the Company as described in Annex A hereto, (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is the legal, record and beneficial owner of all Stock, subject to no Lien (except the Lien created by this Pledge Agreement); (v) it has full power, authority and legal right to pledge all the Pledged Stock pledged by it pursuant to this Pledge Agreement; (vi) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (vii) except as have been obtained by the Pledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder, partner or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement, the validity or enforceability of this Pledge Agreement, the perfection or enforceability of the Pledgee's security interest in the Collateral or, except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; (viii) the execution, delivery and performance of this Pledge Agreement by the Pledgor will not 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, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Pledge Agreement; (ix) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (x) upon the pledge, assignment and delivery to the Pledgee of the endorsed Pledged Stock pursuant to this Pledge Agreement and the registration in the Shareholders' Book of the Company, the Pledgee in favor of the Secured Creditors will have a valid and perfected first priority Lien in the Pledged Stock, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the Pledged Stock; (xi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xii) the Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xiii) the Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents, warrants and covenants that that: (i) it is a limited company validly existing under the Stock held by the Pledgor consists laws of the number England and type of shares of the stock of the Company as described in Annex A hereto, has all requisite limited company power and authority to own its property and other assets; (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is the legal, beneficial and record owner of, and beneficial owner has good and marketable title to, all of its Collateral and that it has sufficient interest in all Stockof its Collateral in which a security interest is purported to be created hereunder for such security interest to attach (subject, subject in each case, to no Lien (pledge, lien, mortgage, hypothecation, security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the Lien liens and security interests created by this Pledge AgreementAgreement or permitted under the Senior Finance Documents); ; (viii) it has full power, authority and legal right to pledge all the Pledged Stock Collateral pledged by it pursuant to this Pledge Agreement; ; (viiv) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms terms, except to the extent that the enforceability hereof thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' ’ rights generally and by general equitable principles (regardless of whether enforcement is sought in equity or at law); ; (viiv) except as have been to the extent already obtained by the Pledgor as of the date hereofor made, no consent of any other party (including, without limitation, any stockholder, partner partner, member or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with (a) the execution, delivery or performance of this Pledge AgreementAgreement by the Pledgor, (b) the validity or enforceability of this Pledge AgreementAgreement against the Pledgor (except as set forth in clause (iii) above), (c) the perfection or enforceability of the Pledgee's ’s security interest in the Pledgor’s Collateral or, or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; ; (viiivi) neither the execution, delivery and or performance of this Pledge Agreement by the Pledgor of this Agreement, or any other Senior Finance Document to which it is a party, nor compliance by it with the terms and provisions hereof and thereof nor the consummation of the transactions contemplated therein: (i) will not violate contravene any provision of any applicable law law, statute, rule or regulation regulation, or of any applicable order, judgment, writ, award injunction or decree of any court, arbitrator or governmental authorityinstrumentality, domestic or foreign, applicable to the Pledgor; (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiariesconstitute a default under, or of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on Encumbrance (except pursuant to the Senior Finance Documents) upon any of the properties or assets of the Pledgor pursuant to the terms of any indenture, lease, mortgage, deed of trust, credit agreement, loan agreement or any other material agreement, contract or other instrument to which the Pledgor or any of its Subsidiaries except is a party or is otherwise bound, or by which it or any of its properties or assets is bound or to which it may be subject; or (iii) will violate any provision of the certificate of formation or limited liability company agreement (or equivalent organizational documents), as contemplated by this Pledge Agreement; the case may be, of the Pledgor; (ixvii) all the shares of the Stock have Pledgor’s Collateral has been duly and validly issued, are is fully paid and and, to the extent relevant, non-assessable and are is subject to no options to purchase or similar rights; ; (xviii) upon the pledge, collateral assignment and delivery to the Pledgee of the endorsed Pledged Stock Pledgor’s Collateral consisting of Certificated Securities pursuant to this Pledge Agreement and the registration in the Shareholders' Book of the Company, the Pledgee in favor of the Secured Creditors will have creates a valid and perfected first priority Lien security interest in the Pledged Stocksuch Certificated Securities, and the proceeds thereof, subject to no other Lien prior lien or Encumbrance or to any agreement purporting to grant to any third party a Lien lien or Encumbrance on the Pledged Stock; property or assets of the Pledgor (xi) there are no currently effective financing statements other than the Encumbrances permitted under the UCC covering any property which is now or hereafter may be included Senior Finance Documents then in the Collateral effect) and the Pledgor will notPledgee is entitled to all the rights, without priorities and benefits afforded by the prior written consent of the Pledgee, execute and, until the Termination Date (UCC or other relevant law as hereinafter defined), there will not ever be on file enacted in any public office any enforceable financing statement or statements covering any or all relevant jurisdiction to perfect security interests in respect of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xii) the Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the such Collateral; and (xiii) the Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.and

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, represents and warrants and covenants that to the Secured Parties that: (ia) the Stock held execution, delivery and performance of the Amendment Agreement, the Note Purchase Agreement, the Notes and this Agreement by the Pledgor consists do not violate or conflict with any law applicable to the Pledgor, any order or judgment of any court or other agency or governmental authority applicable to the Pledgor or any of the number Pledgor's assets or any contractual restriction binding on or affecting the Pledgor or any of his assets; (b) the Pledgor has obtained all consents that are required to have been obtained by him with respect to the Amendment Agreement, the Note Purchase Agreement, the Notes and type of shares this Agreement (including, without limitation, any consent required to be obtained from the issuer of the stock Pledged Shares) and all such consents are in full force and effect and all conditions of any such consents have been complied with; (c) the Company as described in Annex A heretoAmendment Agreement, (ii) such Stock constitutes all of the issued Note Purchase Agreement, the Notes and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is this Agreement constitute the legal, record valid and beneficial binding obligations of the Pledgor, enforceable against him in accordance with their respective terms, subject to applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally and to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law); and (d) on the date hereof and as of the date of any future delivery of Pledged Collateral to the Secured Parties and at all times until the security interests granted by this Agreement are terminated pursuant to Section 6 hereof: (A) the Pledgor is or will be the owner of all Stocksuch Pledged Collateral, subject to no Lien adverse claim (including any lien, encumbrance or claim of legal or beneficial ownership), except the Lien created by this Pledge Agreement)lien and security interest in favor of the Secured Parties; (vB) it the Pledgor has or will have full power, authority and legal right to pledge all the Pledged Stock pledged by it pursuant to this Pledge Agreement; (vi) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms except Collateral to the extent that the enforceability hereof may be limited by applicable bankruptcySecured Parties hereunder, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (vii) except as have been obtained by the Pledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder, partner or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or other authorization of, exemption by, notice of any person or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor (except those which have been obtained) in connection with therewith; and (C) the execution, delivery or performance lien of this Pledge Agreement, the validity Agreement constitutes or enforceability of this Pledge Agreement, the perfection or enforceability of the Pledgee's will constitute a first priority perfected security interest in the Pledged Collateral or, except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein; (viii) the execution, delivery and performance of this Pledge Agreement by the Pledgor will not 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, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Pledge Agreement; (ix) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (x) upon the pledge, assignment and delivery to the Pledgee of the endorsed Pledged Stock pursuant to this Pledge Agreement and the registration in the Shareholders' Book of the Company, the Pledgee in favor of the Secured Creditors will have a valid and perfected first priority Lien in the Pledged Stock, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the Pledged Stock; (xi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xii) the Pledgor shall give the Pledgee prompt notice of any written claim it receives relating to the Collateral; and (xiii) the Pledgor shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee's interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Collateral against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured CreditorsParties.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents, warrants and covenants that (i) the Stock held by the Pledgor consists of the number and type of shares of the stock of the Company as described in Annex A hereto, (ii) such Stock constitutes all of the issued and outstanding capital stock of the Company as is set forth in Annex A hereto, (iii) no other person or entity holds any Stock or options to purchase the Stock; (iv) it is the legal, record legal and beneficial owner of all Stock, subject to no Lien (except the Lien created Collateral pledged by this Pledge Agreement)it hereunder; (vii) it has full power, authority and legal right to pledge all the Pledged Stock Collateral pledged by it pursuant to this Pledge Agreement; (viiii) this Pledge Agreement has been duly authorized, executed and delivered by the Pledgor and constitutes a legal, valid and binding obligation of the Pledgor enforceable in accordance with its terms except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law); (viiiv) except as have been obtained by the Pledgor as of the date hereof, no consent of any other party (including, without limitation, any stockholder, partner or creditor of the Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Pledge Agreement, the validity or enforceability of this Pledge Agreement, the perfection or enforceability of the PledgeeCollateral Agent's security interest in the Collateral or, except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee Collateral Agent of any of its rights or remedies provided herein; (viii) the execution, delivery and performance of this Pledge Agreement by the Pledgor will not 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, domestic or foreign, applicable to the Pledgor, or of the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or of any securities issued by the Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, deed of trust, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which the Pledgor or any of its Subsidiaries is a party or which purports to be binding upon the Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Pledgor or any of its Subsidiaries except as contemplated by this Pledge Agreement; (ix) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; (x) upon the pledge, assignment and delivery to the Pledgee of the endorsed Pledged Stock pursuant to this Pledge Agreement and the registration in the Shareholders' Book of the Company, the Pledgee in favor of the Secured Creditors will have a valid and perfected first priority Lien in the Pledged Stock, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the Pledged Stock; (xi) there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and the Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party; (xiiv) the Pledgor shall give the Pledgee Collateral Agent prompt notice of any written claim it receives relating to the Collateral; and (xiiivi) the Pledgor shall deliver to the Pledgee Collateral Agent a copy of each other demand, notice or document received by it which may adversely affect the PledgeeCollateral Agent's interest in the Collateral promptly upon, but in any event within 10 days after, the Pledgor's receipt thereof. The ; and (vii) the Pledgor covenants and agrees that it will shall defend the PledgeeCollateral Agent's right, title and security interest in and to the Collateral against the any claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditorsthird party.