Common use of Status of Pledged Interests Clause in Contracts

Status of Pledged Interests. Each Pledgor hereby represents and warrants to the Agent for the benefit of the Lenders that (i) all of the Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute all the authorized, issued and outstanding partnership, membership or other equity interests of each of the Pledged Entities of such Pledgor, (ii) such Pledgor is the registered and record and beneficial owner of such Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created under the Loan Documents and restrictions imposed by applicable federal or state securities law), (iii) such Pledgor has full power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such Pledged Interests in the manner and form hereof, and (iv) the pledge, assignment and delivery of such Pledged Interests by such Pledgor to the Agent for the benefit of the Lenders pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Interests in favor of the Agent for the benefit of the Lenders, securing the payment of the Secured Obligations. Except as permitted under Sections 9.5 or 9.7 of the Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, without the Agent's prior written consent. Each Pledgor covenants with the Agent for the benefit of the Lenders that it shall at all times cause its Pledged Interests to be and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly to the Agent together with such instruments of assignment and transfer duly executed in blank by such Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securities, or securities convertible into, or exercisable or exchangeable for, equity securities, at any time during the term of this Agreement other than to the Pledgors and subject to this Agreement pursuant to Section 23 hereof.

Status of Pledged Interests. Each The Pledgor hereby represents and warrants to the Agent for the benefit of the Lenders Secured Parties that (i) all of the shares of Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute all the authorized, issued and outstanding partnershipshares of common stock, membership partnership interests or other equity interests indicia of ownership of each of the Pledged Entities Subsidiaries of such the Pledgor, (ii) such the Pledgor is the registered and record and beneficial owner of such Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created under the Loan Documents (A) Permitted Liens, and (B) restrictions imposed by applicable federal or state securities law), (iii) such the Pledgor has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such Pledged Interests in the manner and form hereof, and (iv) the pledge, assignment and delivery of such Pledged Interests by such the Pledgor to the Agent for the benefit of the Lenders Secured Parties pursuant to this Agreement creates creates, together with the delivery of the certificates evidencing such Pledged Interests that are Certificated Pledged Interests, which delivery has heretofore been accomplished, a valid and perfected first priority security interest in such Pledged Interests in favor of the Agent for the benefit of the LendersSecured Parties, securing the payment of the Secured Obligations. Except as permitted under Sections 9.5 or 9.7 Section 8.6 of the Credit Agreement, 289 none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, without the Agent's prior written consent, which may be withheld for any reason. Each The Pledgor covenants with the Agent for the benefit of the Lenders Secured Parties that it the Pledgor shall at all times cause its the Certificated Pledged Interests to be represented by the certificates now and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly hereafter delivered to the Agent together in accordance with such instruments of assignment Section 1 hereof and transfer duly executed in blank by such that the Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall not cause, suffer or permit any of the its Pledged Subsidiaries to issue and equity securitiesor create any beneficial interests, capital stock, partnership interests or other certificated ownership interests, or securities convertible into, or exercisable or exchangeable for, equity securitiesbeneficial interests, capital stock, partnership interests or other certificated ownership interests at any time during the term of this Agreement other than to the Pledgors Pledgor and subject to this Agreement pursuant to Section 23 hereof.

Status of Pledged Interests. Each Pledgor hereby represents and warrants to the Agent for the benefit Secured Parties that (a) all of the Lenders that (i) all shares of the Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute (i) all the authorized, issued and outstanding partnership, membership or other equity interests shares of voting stock of each of the Pledged Entities of such PledgorDomestic Subsidiary, and (ii) such 65% of all of the issued and outstanding voting stock of the Direct Foreign Subsidiaries, all as set forth on Schedule I hereto, (b) each Pledgor is the registered and record and beneficial owner of such its Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created pledge hereunder and under the Loan Documents and the pledge under the Additional Debt Documents and applicable restrictions imposed by applicable pursuant to federal or and state securities lawlaws), (iiic) such Pledgor has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such its Pledged Interests in the manner and form hereof, and (ivd) the pledge, assignment and delivery of such its Pledged Interests by such Pledgor to the Agent for the benefit of the Lenders Secured Parties pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Interests in favor of (subject only to those Permitted Liens, if any, permitted under the Agent for the benefit of the LendersLoan Documents to have priority over Agent’s security interest), securing the payment of the Secured Obligations, assuming continuous and uninterrupted possession thereof by the Agent. Except as permitted under Sections 9.5 otherwise expressly provided herein or 9.7 of in the Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, assigned without the Agent's ’s prior written consent, which may be withheld for any reason. Each Pledgor covenants with the Agent for the benefit of the Lenders Secured Parties that it shall at all times cause its Pledged Interests (other than the partnership interests) to be represented by the certificates now and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly hereafter delivered to the Agent together in accordance with such instruments of assignment Section 1 hereof and transfer duly executed in blank by such Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall cause each of its Subsidiaries not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securitiesany capital stock, or securities convertible into, or exercisable or exchangeable for, equity securitiesinto capital stock, at any time during the term of this Agreement other than to a Borrower or Guarantor who shall immediately pledge such additional capital stock to the Pledgors and subject Agent on substantially identical terms as are contained herein. Each Pledgor hereby agrees not to this Agreement enter into any agreement requiring that the voting rights associated with the Pledged Interests be exercised in any particular manner nor grant any interest in or permit to exist any Lien, charge, or encumbrance (other than Permitted Liens) or restriction with respect to the Pledged Interests (other than applicable restrictions pursuant to Section 23 hereoffederal and state securities laws).

Status of Pledged Interests. Each The Pledgor hereby represents and warrants to the Agent for the benefit of the Lenders Secured Parties that (i) all of the shares of Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute all the authorized, issued and outstanding partnershipshares of common stock, membership partnership interests or other equity interests indicia of ownership of each of the Pledged Entities Subsidiaries of such the Pledgor, (ii) such the Pledgor is the registered and record and beneficial owner of such Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created under the Loan Documents (A) Permitted Liens, and (B) restrictions imposed by applicable federal or state securities law), (iii) such the Pledgor has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such Pledged Interests in the manner and form hereof, and (iv) the pledge, assignment and delivery of such the Pledged Interests by such the Pledgor to the Agent for the benefit of the Lenders Secured Parties pursuant to this Agreement creates creates, together with the delivery of the certificates evidencing such Pledged Interests that are Certificated Pledged Interests, which delivery has heretofore been accomplished, a valid and perfected first priority security interest in such the Pledged Interests in favor of the Agent for the benefit of the LendersSecured Parties, securing the payment of the Secured Obligations. Except as permitted under Sections 9.5 or 9.7 Section 8.6 of the Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, without the Agent's prior written consent, which may be withheld for any reason. Each The Pledgor covenants with the Agent for the benefit of the Lenders Secured Parties that it the Pledgor shall at all times cause its the Certificated Pledged Interests to be represented by the certificates now and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly hereafter delivered to the Agent together in accordance with such instruments of assignment Section 1 hereof and transfer duly executed in blank by such that the Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securitiesor create any 306 capital stock, partnership interests or other certificated ownership interests, or securities convertible into, or exercisable or exchangeable for, equity securitiescapital stock, partnership interests or other certificated ownership interests at any time during the term of this Agreement other than to the Pledgors Pledgor and subject to this Agreement pursuant to Section 23 hereof.

Status of Pledged Interests. Each Pledgor hereby represents and warrants to the Agent for the benefit Secured Parties that (a) all of the Lenders that (i) all shares of the Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute (i) all the authorized, issued and outstanding partnership, membership or other equity interests shares of voting stock of each of the Pledged Entities of such PledgorDomestic Subsidiary, and (ii) such 65% of all of the issued and outstanding voting stock of the Direct Foreign Subsidiaries, all as set forth on Schedule I hereto, (b) each Pledgor is the registered and record and beneficial owner of such its Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created pledge hereunder and under the Loan Documents, the pledge under the Additional Loan Documents and applicable restrictions imposed by applicable pursuant to federal or and state securities lawlaws), (iiic) such Pledgor has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such its Pledged Interests in the manner and form hereof, and (ivd) the pledge, assignment and delivery of such its Pledged Interests by such Pledgor to the Agent for the benefit of the Lenders Secured Parties pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Interests in favor of (subject only to those Permitted Liens, if any, permitted under the Agent for the benefit of the LendersLoan Documents to have priority over Agent’s security interest), securing the payment of the Secured Obligations, assuming continuous and uninterrupted possession thereof by the Agent. Except as permitted under Sections 9.5 otherwise expressly provided herein or 9.7 of in the Credit Term Loan Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, assigned without the Agent's ’s prior written consent, which may be withheld for any reason. Each Pledgor covenants with the Agent for the benefit of the Lenders Secured Parties that it shall at all times cause its Pledged Interests (other than the partnership interests) to be represented by the certificates now and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly hereafter delivered to the Agent together in accordance with such instruments of assignment Section 1 hereof and transfer duly executed in blank by such Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall cause each of its Subsidiaries not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securitiesany capital stock, or securities convertible into, or exercisable or exchangeable for, equity securitiesinto capital stock, at any time during the term of this Agreement other than to a Borrower or Guarantor who shall immediately pledge such additional capital stock to the Pledgors and subject Agent on substantially identical terms as are contained herein. Each Pledgor hereby agrees not to this Agreement enter into any agreement requiring that the voting rights associated with the Pledged Interests be exercised in any particular manner nor grant any interest in or permit to exist any Lien, charge, or encumbrance (other than Permitted Liens) or restriction with respect to the Pledged Interests (other than applicable restrictions pursuant to Section 23 hereoffederal and state securities laws).

Status of Pledged Interests. Each Pledgor hereby represents and warrants to the Agent for the benefit Secured Parties that (a) all of the Lenders that (i) all shares of the Pledged Interests are validly issued and outstanding, fully paid and nonassessable and constitute (i) all the authorized, issued and outstanding partnership, membership or other equity interests shares of voting stock of each of the Pledged Entities of such PledgorDomestic Subsidiary (other than Applica Asia), (ii) such 65% of all of the issued and outstanding voting stock of the Direct Foreign Subsidiaries, all as set forth on Schedule I hereto, and (iii) all of the issued and outstanding shares of voting stock of Applica Asia, (b) each Pledgor is the registered and record and beneficial owner of such its Pledged Interests, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the Liens created pledge hereunder and under the Loan Documents and applicable restrictions imposed by applicable pursuant to federal or and state securities law)laws, (iiic) such Pledgor it has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such its Pledged Interests in the manner and form hereof, and (ivd) the pledge, assignment and delivery of such its Pledged Interests by such Pledgor to the Agent for the benefit of the Lenders Secured Parties pursuant to this Agreement creates a valid and perfected first priority security interest in such Pledged Interests in favor of the Agent for the benefit of the LendersInterests, securing the payment of the Secured Obligations, assuming continuous and uninterrupted possession thereof by the Agent. Except as permitted under Sections 9.5 otherwise expressly provided herein or 9.7 of in the Second Amended Credit Agreement, none of the Pledged Interests (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien created therein, assigned without the Agent's ’s prior written consent, which may be withheld for any reason. Each Pledgor covenants with the Agent for the benefit of the Lenders that it shall at all times cause its Pledged Interests (other than the Partnership Interests) to be represented by the certificates now and remain uncertificated and the Lien created hereunder to be registered on the books and records of each Pledged Subsidiary maintained to record the ownership and transfer of ownership of Pledged Interests, and in the event, notwithstanding the foregoing, the Pledged Interests or any of them are certificated, to deliver such certificates promptly hereafter delivered to the Agent together in accordance with such instruments of assignment Section 1 hereof and transfer duly executed in blank by such Pledgor as the Agent shall request. Each Pledgor further covenants with the Agent for the benefit of the Lenders that it shall cause each of its Subsidiaries not cause, suffer or permit any of the Pledged Subsidiaries to issue and equity securitiesany capital stock, or securities convertible into, or exercisable or exchangeable for, equity securitiesinto capital stock, at any time during the term of this Agreement other than to the Pledgors and subject Borrower or another Guarantor who shall immediately pledge such additional capital stock to this Agreement the Agent on substantially identical terms as are contained herein. Each Pledgor hereby agrees not to enter into any agreement requiring that the voting rights associated with the Pledged Interests be exercised in any particular manner nor grant any interest in or permit to exist any Lien, charge, encumbrance or restriction with respect to the Pledged Interests (other than applicable restrictions pursuant to Section 23 hereoffederal and state securities laws).