STATUS OF PLEDGED STOCK. The Pledgor hereby represents and warrants to the Secured Party that (i) all of the shares of Pledged Stock are validly issued and outstanding, fully paid and nonassessable and constitute all the authorized, issued and outstanding shares of common stock of each of the Pledged Subsidiaries, (ii) the Pledgor is the registered and record and beneficial owner of such Pledged Stock, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer, other than the Liens created under the Transaction Documents and restrictions imposed by applicable law, (iii) the Pledgor has full corporate power, legal right and lawful authority to execute this Agreement and to pledge, assign and transfer such Pledged Stock in the manner and form hereof, and (iv) the pledge, assignment and delivery of such Pledged Stock by the Pledgor to the Secured Party or its designee pursuant to this Agreement creates, together with the delivery of the certificates evidencing such Pledged Stock, which delivery has heretofore been accomplished, a valid and perfected FIRST priority security interest in such Pledged Stock in favor of the Secured Party, securing the payment of the Secured Obligations. None of the Pledged Stock (nor any interest therein or thereto) shall be sold, transferred or assigned, nor any Lien (subject only to Liens permitted by clause (viii) of the definition of Permitted Liens in the Purchase Agreement) created therein, without the Secured Party's prior written consent, which may be withheld for any reason. The Pledgor covenants with the Secured Party that it shall at all times cause the Pledged Stock to be represented by the certificates now and hereafter delivered to the Secured Party in accordance with Section 1 hereof and that it shall not cause, suffer or permit any of the Pledged Subsidiaries to issue any capital stock, or securities convertible into, or exercisable or exchangeable for, capital stock, at any time during the term of this Agreement, other than to the Pledgor and subject to this Agreement pursuant to Section 22 hereof.
STATUS OF PLEDGED STOCK. All of the shares of the PLEDGED STOCK currently outstanding have been duly and validly issued, are fully paid and nonassessable, and are owned by the PLEDGOR free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in such shares or the proceeds thereof, except for the security interests and pledges granted herein, and a pledge to FINOVA Mezzanine Capital Inc. f/k/a Sirrom Capital Corporation which is subordinated in all respects to the pledge to the LENDER contained herein.
STATUS OF PLEDGED STOCK. All of the shares of the PLEDGED STOCK currently outstanding have been duly and validly issued, are fully paid and nonassessable, and are owned by the PLEDGOR free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in such shares or the proceeds thereof, except for the security interests and pledges granted herein and in the LOAN AGREEMENT.
STATUS OF PLEDGED STOCK. The Pledged Stock in which the Company grants a security interest hereunder has been duly authorized and is validly existing, fully paid and non-assessable and none of such Pledged Stock is subject to any contractual restriction, or any restriction under the charter, by-laws or other organizational documents of the respective Issuer of such Pledged Stock, upon the pledge of such Pledged Stock or the transfer thereof upon the enforcement by the Administrative Agent of its remedies hereunder (except for any such restriction contained or permitted herein or hereunder or in or under any other Loan Documents).
STATUS OF PLEDGED STOCK. The Pledgor hereby represents and warrants to the Secured Party that (i) all of the shares of Pledged Stock are duly authorized, validly issued and outstanding, fully paid and nonassessable, (ii) the Pledgor is the registered and record and beneficial owner of the Pledged Stock, free and clear of all liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the pledge hereunder and applicable restrictions pursuant to federal and state securities laws), and (iii) the pledge, assignment and delivery of the Pledged Stock to the Secured Party pursuant to this Agreement creates a valid and perfected first priority security interest in the Pledged Stock, securing the payment of the Obligations. Except as provided in Section 4 or Section 5 hereof, none of the Pledged Stock (nor any interest therein or thereto) shall be sold, transferred or assigned without the Secured Party's prior written consent. The Pledgor covenants with the Secured Party that it shall at all times cause the Pledged Stock to be represented by the certificates now and hereafter delivered to the Secured Party in accordance with Section 1 hereof or by certificates registered in the name of the Secured Party, as pledgee, or in the name of the Pledgor.
STATUS OF PLEDGED STOCK. The Company hereby represents and warrants to the Collateral Agent for the benefit of the Secured Parties that (a) all of the shares of the Pledged Stock are validly issued and outstanding, fully paid and nonassessable and constitute all the issued and outstanding shares of voting stock of each of the domestic subsidiaries owned by the Company as set forth on Schedule I hereto (b) the Company is the registered and record and beneficial owner of the Pledged Stock, free and clear of all Liens, charges, equities, encumbrances and restrictions on pledge or transfer (other than the pledge hereunder and under the Transaction Documents and applicable restrictions pursuant to federal and state securities laws), (c) at no time shall the Pledged Stock (i) be held or maintained in the form of a security entitlement or credited to any securities
STATUS OF PLEDGED STOCK. The Pledged Stock is, and all other Stock Collateral consisting of shares or securities in which the respective Pledgors shall hereafter grant a security interest pursuant to Section 2.02 will be, duly authorized, validly issued and existing, fully paid and non-assessable, and none of such Stock Collateral is or will be subject to any contractual restriction, or any restriction under the charter or by-laws of any Issuer upon the transfer of such respective Stock Collateral (except for any such restriction contained herein or in the LC Agreement). Amended and Restated Pledge Agreement
STATUS OF PLEDGED STOCK. The Pledged Stock identified in Annex 1 is duly authorized, validly existing, fully paid and non-assessable and none of such Pledged Stock is or will be subject to any contractual restriction, or any restriction under the charter or by-laws of the Issuer of such Pledged Stock, upon the transfer of such Pledged Stock (except for any such restriction contained herein or in the Revolving Credit Agreement).
STATUS OF PLEDGED STOCK. Each Pledgor hereby represents and warrants to the Agent for the benefit of the Lenders that (a) all of the shares of the Pledged Stock (other than the Partnership Interest) are validly issued and outstanding, fully paid and nonassessable and constitute
STATUS OF PLEDGED STOCK. Debtor hereby represents and warrants to the Secured Party that (a) all of the Pledged Stock is free and clear of liens, charges and encumbrances in favor of persons other than the Secured Party, including, without limitation, prior pledges, options, contracts, voting trusts, proxies and stockholders agreements, and (b) Debtor has the full power and authority to pledge the Pledged Stock to the Secured Party pursuant to this Agreement. No part of the Pledged Stock shall be sold, transferred or assigned by Debtor or made the subject of any proxy, restriction, legend, option, voting trust, buy-sell agreement, shareholders agreement, put, call or change in stock characteristics such as liquidation preference or voting right, without the prior written consent of the Secured Party, which consent may be withheld for any reason so long as this Agreement is in effect.
