Common use of Representations and Warranties Concerning Collateral Clause in Contracts

Representations and Warranties Concerning Collateral. Pledgor represents and warrants to Administrative Agent and each Secured Party that (a) Pledgor is the sole legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent relating to this Agreement and as otherwise permitted by the Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Pledgor in each of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged hereunder is duly authorized, validly issued, fully paid, and non-assessable and were not issued in violation of the Rights of any Person; (f) no unpaid capital call or dispute exists with respect to any of the Collateral; (g) none of the Collateral is evidenced by a certificate, instrument or other writing that has not been delivered to Administrative Agent; (h) the interest of Pledgor in each of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1 unless otherwise indicated on Schedule 1; (i) none of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the articles of incorporation, partnership agreement, LLC agreement, bylaws or other articles of governance, and no other agreement amends the rights of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is ____________. The delivery at any time by Pledgor to Administrative Agent of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the sole legal and beneficial owner of the Collateral, and that the matters set forth in this Section 2.02 are true and correct with respect to such Collateral.

Representations and Warranties Concerning Collateral. Pledgor represents and warrants to Administrative Agent and each Secured Party that (a) Pledgor is the sole legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent relating to this Agreement and as otherwise permitted by the Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Pledgor in each of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged hereunder is duly authorized, validly issued, fully paid, and non-assessable and were not issued in violation of the Rights of any Person; (f) no unpaid capital call or dispute exists with respect to any of the Collateral; (g) none of the Collateral is evidenced by a certificate, instrument or other writing that has not been delivered to Administrative Agent; (h) the interest of Pledgor in each of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1 unless otherwise indicated on Schedule 1; (i) none of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the articles of incorporation, partnership agreement, LLC agreement, bylaws or other articles of governance, and no other agreement amends the rights of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is ____________74-2000000. The Xxe delivery at any time by Pledgor to Administrative Agent of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the sole legal and beneficial owner of the Collateral, and that the matters set forth in this Section 2.02 are true and correct with respect to such Collateral.

Representations and Warranties Concerning Collateral. Pledgor represents and warrants to Administrative Agent and each Secured Party that (ai) Pledgor is the sole legal and beneficial owner as of the Collateral pledged by it free and clear of any Liendate hereof, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent relating to this Agreement and as otherwise permitted by the Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest of Stock in which Pledgor in each of its Subsidiarieshas any interest, including each class of interest and number of shares or units or percentage of ownership owned by Pledgor, and each certificate representing such interest; (dii) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the ObligationsIndebtedness; (eiii) the Capital Stock pledged hereunder is duly authorized, validly issued, fully paid, and non-assessable assessable, and were was not issued in violation of the Rights rights of any Person; (fiv) no unpaid capital call or dispute exists with respect to any of the Collateral; (gv) none of the Collateral is evidenced by a certificate, instrument or other writing that has not been delivered to Administrative AgentSecured Party; (hvi) the interest of Pledgor in each of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified except as described on Schedule 1 unless otherwise indicated on Schedule 1; (i) 3, none of the Collateral is subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act)restriction, preferential right to purchase or similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (jvii) Pledgor owns 100% of the issued and outstanding shares of capital stock of each issuer which is organized pursuant to a corporation listed on Schedule 1; (viii) Pledgor owns the articles percentage of incorporation, all partnership agreement, LLC agreement, bylaws or other articles interest indicated on Schedule 1 of governance, and no other agreement amends the rights of Pledgor under such documentseach issuer which is a partnership listed on Schedule 1; and (kix) Pledgor's federal taxpayer identification number is ____________no Issuer described on Schedule 1 has issued any certificate evidencing Stock of such Issuer not described on Schedule 1. The delivery at any time by Pledgor to Administrative Agent Secured Party of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the sole legal and beneficial owner of the Collateral, and that the matters set forth in this Section 2.02 6(i) are true and correct with respect to such Collateral.

Representations and Warranties Concerning Collateral. Pledgor represents and warrants to Administrative Agent Lender and each Secured Party that (a) Pledgor is the sole legal and beneficial owner of the Collateral pledged by it free and clear of any Lien, security interest, option or other charge or encumbrance except for the security interest created by this Agreement or as otherwise permitted by the Credit Agreement; (b) no effective financing statement or other similar document used to perfect and preserve a security interest under the Laws of any jurisdiction covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Administrative Agent Lender relating to this Agreement and as otherwise permitted by the Credit Agreement; (c) Schedule 1 is a complete and correct description of all interest ---------- of Pledgor in each of its Subsidiaries, including each class of interest and number of units or percentage of ownership owned by Pledgor; (d) the pledge, assignment, and delivery of the Collateral hereunder, and filing of an appropriate financing statement, create a valid first and prior perfected security interest in the Collateral, securing the Obligations; (e) the Capital Stock pledged hereunder is duly authorized, validly issued, fully paid, and non-non- assessable and were not issued in violation of the Rights of any Person; (f) no unpaid capital call or dispute exists with respect to any of the Collateral; (g) none of the Collateral is evidenced by a certificate, instrument or other writing that has not been delivered to Administrative AgentLender; (h) the interest of Pledgor in each of its Subsidiaries is a 100% interest of all Capital Stock of Pledgor's Subsidiaries specified on Schedule 1 unless otherwise indicated on Schedule 1; (i) none of the Collateral is ---------- subject to any buy-sell, voting trust, transfer restriction (other than transfer restrictions arising under the Exchange Act), preferential right to purchase or similar agreement or any option, warrant, put or call or similar agreement, which consent has not been obtained; (j) Pledgor is organized pursuant to the articles of incorporation, partnership agreement, LLC agreement, bylaws or other articles of governance, and no other agreement amends the rights of Pledgor under such documents; and (k) Pledgor's federal taxpayer identification number is ____________00-0000000. The delivery at any time by Pledgor to Administrative Agent Lender of Collateral shall constitute a representation and warranty by Pledgor under this Agreement that, with respect to such Collateral, Pledgor is the sole legal and beneficial owner of the Collateral, and that the matters set forth in this Section 2.02 are true and correct with respect to such Collateral.. ------------