Common use of Representations and Warranties of Pledgor Clause in Contracts

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties Lenders as follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal and beneficial owner of its respective portion of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Agent’s security interest hereunder and under the Permitted LiensCredit Agreement; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer its respective portion of the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents Organizational Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents Organizational Documents of such Pledgor, any agreement, indenture, instrument or law Law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.

Representations and Warranties of Pledgor. The Pledgor hereby represents represents, warrants and warrants to Agent and the other Secured Parties as follows agrees that: (which representations and warranties shall be deemed continuing): (ai) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been is duly and validly issued, are fully paid and nonassessablenonassessable and duly and validly pledged with the Secured Party in accordance with law, and are owned by the Pledgor free of any Liens except for Agentagrees to defend the Secured Party’s security right, title and interest hereunder in and the Permitted Liens; (c) to the Pledged Collateral constitutes against the percentage claims and demands of the issued and outstanding Equity Interests of each of the Companies identified on Annex A heretoall persons whomsoever; (dii) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any it has good title to all of the Pledged Collateral; (e) Except as required under , free and clear of all claims, security interests, mortgages, pledges, liens and other encumbrances of every nature whatsoever except to or in favor of the Intercreditor Agreement, Pledgor Secured Party and that it has the right to votepledge the Pledged Collateral as herein provided; (iii) each Certificate is issued in the name of Pledgor; (iv) each Certificate has attached thereto a stock power duly signed in blank by an appropriate officer of Pledgor; (v) the security interest in the Pledged Collateral created hereby constitutes a first, pledge prior, and grant indefeasible security interest with respect to such collateral; (vii) the possession by the Secured Party of the Certificates representing the Pledged Securities will perfect the Secured Party’s interest therein; and (viii) it shall provide such additional endorsements, forms and writings and execute all documents and take such other action as the Secured Party deems necessary to create and perfect a security interest in or otherwise transfer the Pledged Collateral without as the consent of Secured Party may at any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under time reasonably request in connection with the organizational documents of Pledgor administration or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and or the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion administration of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.. 250 Rodeo Pledge Agreement

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) except as provided in Article 3 of the Operating Agreement, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.

Representations and Warranties of Pledgor. Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties Lender as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex ACollateral; (b) all of the shares of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for AgentPermitted Liens and Lender’s security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral Equity Interests constitutes the percentage sixty-five percent (65%) of the issued and outstanding Equity Interests of each capital stock of the Companies identified on Annex A heretoCompany; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any governmental authority, Governmental Body and without any restriction under the organizational documents by-laws or charter of Pledgor or any the Company or any agreement among Pledgor’s or any the Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent Lender of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents by-laws or charter of Pledgor, any agreement, indenture, instrument or law Applicable Law by which Pledgor or any the Company is bound or to which Pledgor or any the Company is subject (except that Pledgor makes no representation or warranty with respect to Agentabout Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to AgentAgreement.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties Pledgee as follows (which representations and warranties shall be deemed continuing): continuing throughout the term of this Pledge Agreement), that: (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are is owned by Pledgor free of any Liens liens or encumbrances, except for AgentPledgee’s security interest hereunder hereunder; (b) Pledgor has not taken any action to issue any equity in the Company, and the Permitted Liens; (c) the Pledged Collateral Equity constitutes the percentage all of the issued and outstanding Equity Interests of each equity of the Companies identified on Annex A heretoCompany; (dc) except as provided in the Succession Agreement, there are no contractual contractual, charter or charter other restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, and Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral Collateral, consistent with applicable law, without the consent of any other Person party; (d) this Pledge Agreement and free the performance of any Liens and applicable restrictions imposed by any governmental authorityPledgor’s obligations hereunder have been duly authorized, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Pledge Agreement has been duly authorized, executed and delivered delivered, by Pledgor Pxxxxxx and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms terms, except to the extent that the enforceability thereof may be limited by the Medical Practice Act, by Chapter 301 of the Texas Business Organizations Code (“TBOC”), or by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (ge) the execution, delivery and performance by Pledgor of this Pledge Agreement and the exercise by Agent Pledgee of its rights and remedies hereunder do not and will not result in (i) the violation of any of the organizational documents of Pledgor, the Company or (ii) a material violation of any agreement, indenture, instrument or applicable law by which Pledgor or any the Company is bound or to which Pledgor or any the Company is subject subject; and (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (hf) no consent, filing, approval, registration or recording is required (1i) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Pledge Agreement or (2ii) except for the filing of an appropriate UCC financing statement, to perfect the Lien lien created by this Agreement (Pledge Agreement, except in each case to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held such consent, filing, approval, registration or maintained in the form of a securities entitlement recording has been obtained or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentmade.

Representations and Warranties of Pledgor. Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex ACollateral; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Permitted Liens and Agent’s 's security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral constitutes the percentage all of the issued and outstanding Equity Interests of each of the Companies identified on Annex A heretoCompanies; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any governmental authority, Governmental Authority and without any restriction under the organizational documents Organic Documents of Pledgor or any Company or any agreement among Pledgor’s 's or any Company’s 's shareholders, partners members or memberspartners; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ ' rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents Organic Documents of Pledgor, any agreement, indenture, instrument or law Applicable Law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to about Agent’s 's prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement)Agreement; (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if none of the Pledged Collateral constituting membership interests in a limited liability company or general or limited partnership interests in a limited partnership or limited liability partnership is, nor has the relevant Company elected to designate any of the Pledged Collateral as, a "security" under (and as defined in) Article 8 of the UCC; and (k) unless a Power is delivered in connection therewith, none of the Pledged Collateral is certificated, Pledgor shall cause such certificates evidenced by a certificate or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentwriting.

Representations and Warranties of Pledgor. The Pledgor hereby represents represents, warrants and warrants to Agent and the other Secured Parties as follows agrees that: (which representations and warranties shall be deemed continuing): (ai) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been is duly and validly issued, are fully paid and nonassessablenonassessable and duly and validly pledged with the Administrative Agent in accordance with law, and are owned by the Pledgor free of any Liens except for agrees to defend the Administrative Agent’s security right, title and interest hereunder in and the Permitted Liens; (c) to the Pledged Collateral constitutes against the percentage claims and demands of the issued and outstanding Equity Interests of each of the Companies identified on Annex A heretoall persons whomsoever; (dii) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any it has good title to all of the Pledged Collateral; (e) Except as required under , free and clear of all claims, security interests, mortgages, pledges, liens and other encumbrances of every nature whatsoever except to or in favor of the Intercreditor Agreement, Pledgor Administrative Agent and that it has the right to votepledge the Pledged Collateral as herein provided; (iii) each Certificate is issued in the name of Pledgor; (iv) each Certificate has attached thereto a stock power duly signed in blank by an appropriate officer of Pledgor; (v) the security interest in the Pledged Collateral created hereby constitutes a first, pledge prior, and grant indefeasible security interest with respect to such collateral; (vi) the possession by the Administrative Agent of the Certificates representing the Pledged Securities and custody of certain Pledged Stock held in the DTC Account will perfect the Secured Parties’ interest therein; and (vii) it shall provide such additional endorsements, forms and writings and execute all documents and take such other action as the Administrative Agent deems necessary to create and perfect a security interest in or otherwise transfer the Pledged Collateral without as the consent of Administrative Agent may at any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under time reasonably request in connection with the organizational documents of Pledgor administration or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and or the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion administration of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent as follows: Schedule I and the other Secured Parties as follows (which representations Schedule II are true, correct and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner complete in all respects; All of the pledged Ownership Interests of Pledgor (the “Pledged Collateral identified on Annex A; (bInterests”) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessablein certificated form, and are owned by Pledgor free registered in the name of any Liens except for Agent’s security interest hereunder and the Permitted LiensPledgor; (c) the The Pledged Collateral constitutes Interests constitute at least the percentage of all the issued and outstanding Equity Ownership Interests of each Company as set forth on Schedule I; The Pledged Interests listed on Schedule I are the only Ownership Interests of Company in which Pledgor has any rights; All certificates evidencing the Companies identified on Annex A heretoPledged Interests of Pledgor have been, or substantially contemporaneously with the execution and delivery of this Agreement will be, delivered to Agent; (d) there are no contractual or charter restrictions upon Pledgor has good and marketable title to the voting rights or upon Pledged Collateral. Pledgor is the transfer sole owner of any all of the Pledged Collateral, free and clear of all security interests, pledges, voting trusts, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Agreement; (e) Except as required Pledgor has not heretofore transferred, pledged, assigned or otherwise encumbered any of its rights in or to the Pledged Collateral; Pledgor is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the Intercreditor execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; No action has been brought or threatened in writing that might prohibit or interfere with the execution and delivery of this Agreement or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Agreement; Pledgor has full power and authority to execute and deliver this Agreement, and the execution and delivery of this Agreement do not conflict with any material agreement to which Pledgor has the right to vote, pledge and grant is a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor party or any Company law, order, ordinance, rule, or regulation to which Pledgor is subject or by which it is bound and do not constitute a default under any agreement among or instrument binding upon Pledgor’s or any Company’s shareholders, partners or members; (f) this and This Agreement has been duly authorized, properly executed and delivered by Pledgor and constitutes a legal, the valid and legally binding obligation of Pledgor, Pledgor and is fully enforceable against Pledgor in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentterms.

Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows Pledgee that: (which representations and warranties shall be deemed continuing): (ai) the Pledgor is the legal sole member of Sutton Hill Capital and beneficial owner of no other Person owns or holds any other owxxxxxxp xxxhts in the Pledged Collateral identified on Annex AMembership Interest; (bii) all of the Equity Interests have been duly and validly issuedexecution, are fully paid and nonassessabledelivery, and performance of this Agreement are owned by Pledgor free not in violation of any Liens except for Agent’s security interest hereunder and indenture, agreement, or undertaking to which the Permitted LiensPledgor is a party or by which the Pledgor is bound; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (giii) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation creation or imposition of any lien or charge on, security interest in or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is 120 North Robertson Boulevard, Los Angeles, California 90048; and (x) xxxx Xxxxxxxxx xxxx create and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form it on each date of a securities entitlement Notice of Borrowing on or credited to any securities account; after the date hereof by Sutton Hill Capital under the Credit Agreement on and (j) if the Pledged Collateral is certificated, Pledgor shall cause as of such certificates or other documents evidencing or representing dxxx xx xxxxgh made hereunder on and as of such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentdate.

Representations and Warranties of Pledgor. Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties Lender as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex ACollateral; (b) all of the shares of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for AgentPermitted Liens and Lender’s security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral Equity Interests constitutes the percentage sixty percent (60%) of the issued and outstanding Equity Interests of each capital stock of the Companies identified on Annex A heretoCompany; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any governmental authority, Governmental Body and without any restriction under the organizational documents by-laws or charter of Pledgor or any the Company or any agreement among Pledgor’s or any the Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent Lender of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents by-laws or charter of Pledgor, any agreement, indenture, instrument or law Applicable Law by which Pledgor or any the Company is bound or to which Pledgor or any the Company is subject (except that Pledgor makes no representation or warranty with respect to Agentabout Lender’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to AgentAgreement.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): that: (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex Afree of all pledges, security interests, charges, liens, or other encumbrances, except under this Security Agreement; (b) Pledgor has the power and authority to convey any or all of its rights and interests in the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted LiensCollateral; (c) the Pledged Collateral constitutes the percentage General Partner and each limited partner of the issued Partnership has consented to the Security Interest being granted herein to Pledgee, and outstanding Equity Interests of each of Pledgor has the Companies identified on Annex A heretofull power to convey the Collateral subject only to the terms and conditions set forth in the Partnership Agreement; (d) there are no contractual options, warrants, calls, or charter other rights or commitments of any character giving any person the right to purchase the Collateral from Pledgor; (e) no certificates, Instruments or documents have been issued by the Partnership to evidence the Collateral; (f) there are no restrictions upon on the voting rights associated with the Collateral or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor , other than those restrictions contained in this Security Agreement, Pledgor has the Loan Agreement and the Partnership Agreement, which have not been waived by the party having the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rightsenforce such restrictions; (g) the executionexecution and delivery by Pledgor of, delivery and performance by Pledgor of its obligations under, this Security Agreement and the exercise by Agent of its rights and remedies hereunder do does not and will not result in the any violation of any of or conflict with the organizational documents terms of Pledgor's articles of organization or by-laws, the Partnership Agreement or any agreement, indenture, instrument instrument, license, judgment, decree, order, law, statute, or, ordinance or law by which Pledgor other governmental rule or any Company is bound regulation applicable to or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities)binding upon Pledgor; (h) no consentsecurity agreement, filingfinancing statement, approval, registration assignment or recording is required (1) for the pledge by Pledgor of its respective portion equivalent security or lien instrument or continuation statement covering all or any part of the Pledged Collateral is on file or of record in any public office or at the records of the Partnership, except financing statements with respect to the Collateral filed by the Pledgee pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement)Security Agreement; (i) none upon the filing of all appropriate financing statements under the Uniform Commercial Code, and the execution and delivery by Pledgor and the Partnership of a Control Letter, all steps necessary to create and perfect the security interest created by this Security Agreement as a valid and continuing first lien on and first perfected security interest in the Collateral in favor of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited Pledgee prior to any securities accountall other Liens will have been taken; and (j) if the Pledged chief place of business and the chief executive office of the Pledgor and the office where the Pledgor keeps its records concerning the Collateral is certificatedlocated at 729 Xxxxx Xxxxxxx Xxxxxxx, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged CollateralXxxxx 000, accompanied by PowersXxxxxx, all in form and substance satisfactory to Agent and Required Holders to be delivered to AgentXxxxxxx 00000.

Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows Pledgee that: (which representations and warranties shall be deemed continuing): (ai) the Pledgor is the legal sole member of Sutton Hill Capital and beneficial owner of no other Person owns or holds any other ownexxxxx rxxxxs in the Pledged Collateral identified on Annex AMembership Interest; (bii) all of the Equity Interests have been duly and validly issuedexecution, are fully paid and nonassessabledelivery, and performance of this Agreement are owned by Pledgor free not in violation of any Liens except for Agent’s security interest hereunder and indenture, agreement, or undertaking to which the Permitted LiensPledgor is a party or by which the Pledgor is bound; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (giii) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation creation or imposition of any lien or charge on, security interest in or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is 120 North Robertson Boulevard, Los Angeles, California 90048; and (v) xxxx Xxxxxxxxx xxxx xxxxxx and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form it on each date of a securities entitlement Notice of Borrowing on or credited to any securities account; after the date hereof by Sutton Hill Capital under the Credit Agreement on and (j) if the Pledged Collateral is certificated, Pledgor shall cause as of such certificates or other documents evidencing or representing datx xx xhxxxx made hereunder on and as of such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentdate.

Representations and Warranties of Pledgor. The Pledgor hereby ----------------------------------------- represents and warrants to Agent and the other Secured Parties as follows Pledgee that: (which representations and warranties shall be deemed continuing): (ai) the Pledgor is the legal sole member of Xxxxxx Xxxx Capital and beneficial owner of no other Person owns or holds any other ownership rights in the Pledged Collateral identified on Annex AMembership Interest; (bii) all of the Equity Interests have been duly and validly issuedexecution, are fully paid and nonassessabledelivery, and performance of this Agreement are owned by Pledgor free not in violation of any Liens except for Agent’s security interest hereunder and indenture, agreement, or undertaking to which the Permitted LiensPledgor is a party or by which the Pledgor is bound; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (giii) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation creation or imposition of any lien or charge on, security interest in or other encumbrance on any of the assets of the Pledgor except as contemplated by this Agreement; (iv) the Pledgor's chief executive office and the place where the Pledgor keeps its business records is 000 Xxxxx Xxxxxxxxx Xxxxxxxxx, Los Angeles, California 90048; and (v) this Agreement will create and grant to the Pledgee (upon the filing of appropriate UCC-1 financing statements) a valid lien on, and a perfected security interest in favor of the Pledgee in, all right, title or interest of the Pledgor in or to the Collateral, subject to the prior lien in favor of Nationwide as provided in the Intercreditor Agreement, Liens for Taxes and governmental charges and levies which are not delinquent, which are being Properly Contested by or on behalf of the Pledgor or which are the obligation of Citadel Cinemas or any of its Affiliates to pay pursuant to any of the Operational Agreements and Liens placed on the Collateral by, or arising from, the actions or inactions of, or any event or condition relating to, Citadel Cinemas or any of its Affiliates, whether or not such Liens are permitted to exist pursuant to the terms of any of the organizational documents of Pledgor, any agreement, indenture, instrument or law Operational Agreements. The Pledgor agrees that the foregoing representations and warranties shall be deemed to have been made by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form it on each date of a securities entitlement Notice of Borrowing on or credited to any securities account; after the date hereof by Xxxxxx Xxxx Capital under the Credit Agreement on and (j) if the Pledged Collateral is certificated, Pledgor shall cause as of such certificates or other documents evidencing or representing date as though made hereunder on and as of such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentdate.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows Pledgee (which representations and warranties shall be deemed continuing): to continue to be made until all of the Indebtedness has been paid in full) that: (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the The execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent pledge of its rights and remedies the Collateral hereunder do not and will not result in the any violation of any of the organizational documents of Pledgor, any agreement, indenture, instrument instrument, license, judgment, decree, order, law, statute, ordinance or law other governmental rule or regulation applicable to Pledgor. (b) This Agreement constitutes the legal, valid, and binding obligation of Pledgor enforceable against Pledgor in accordance with its terms. (c) Pledgor is the direct and beneficial owner of each share of the Collateral. (d) All of the shares of the Collateral have been duly authorized, validly issued and are fully paid and nonassessable. (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 which Pledgor or Pledgee of any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty rights with respect to Agent’s prospective compliance 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 the best of Pledgor's knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral. (g) Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to Pledgee in accordance with any federal or state laws or regulations governing the sale or exchange terms of securities); this Agreement. (h) no consentPledgor owns the Collateral and, filing, approval, registration or recording is required (1) except for the pledge by Pledgor of its respective portion and security interest granted to Pledgee hereunder, the Collateral shall be, immediately following the closing of the Pledged Collateral pursuant to this Agreement transactions contemplated by the SPA Agreement, free and clear of any other security interest, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever (2) except for the filing of an appropriate UCC financing statementcollectively, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement"Liens"); . (i) none None of the Pledged Collateral is held has been issued or maintained transferred in violation of the form securities registration, securities disclosure or similar laws of a securities entitlement any jurisdiction to which such issuance or credited to any securities account; and transfer may be subject. (j) if The pledge and assignment of the Pledged Collateral is certificated, and the grant of a security interest under this Agreement vest in Pledgee all rights of Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied in the Collateral as contemplated by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentthis Agreement. 5.

Representations and Warranties of Pledgor. The Pledgor hereby represents and warrants to Agent the Pledgee, and covenants with the Pledgee, that: Exhibit A sets forth (i) the authorized capital stock and other Secured Parties equity interests of each Pledge Entity, (ii) the number of shares of capital stock and other equity interests of each Pledge Entity that are issued and outstanding as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessabledate hereof, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Liens; (ciii) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity shares of capital stock and other equity interests of each Pledge Entity held by such Pledgor. Subject to the liens, pledges and security interests set forth in Section 3.1(o) of the Purchase Agreement (the "Existing Liens"), such Pledgor is the record and beneficial owner of, and has good and marketable title to, the Pledged Interests of each such Pledgor, and subject to the Existing Liens, such shares are and will remain free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever, except the liens and security interests in favor of the Companies identified Pledgee created by this Agreement; Except as set forth on Annex A hereto; (d) Exhibit A, there are no contractual outstanding options, warrants or charter restrictions upon other similar agreements with respect to the voting rights Pledged Interests or upon the transfer of any of the other Pledged Collateral; (e) Except as required under This Agreement is the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with its terms except to the extent that the such enforceability thereof may be limited by is subject to applicable bankruptcy, insolvency or insolvency, reorganization, fraudulent conveyance and moratorium laws and other similar laws of general application affecting the enforcement of creditors’ rights' rights generally, or the availability of equitable remedies, which are subject to the discretion of the court before which an action may be brought; (g) The Pledged Interests have been duly and validly authorized and issued, are fully paid and non-assessable, and the Pledged Interests listed on Exhibit A constitute all of the issued and outstanding capital stock or other equity interests of the Pledge Entities; No consent, approval or authorization of or designation or filing with any governmental or regulatory authority on the part of the Pledgor is required in connection with the pledge and security interest granted under this Agreement; The execution, delivery and performance by Pledgor of this Agreement 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, which are applicable to the Pledgor, or of the articles or certificate of incorporation, certificate of formation, bylaws or any other similar organizational documents of the Pledgor or any Pledge Entity or of any securities issued by the Pledgor or any Pledge Entity or subject to the obtaining of a waiver agreement from the holder of the Existing Liens of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor or any Pledge Entity is a party or which is binding upon the Pledgor or any Pledge Entity or upon any of the assets of the Pledgor or any Pledge Entity, and subject to the exercise by Agent of its rights and remedies hereunder do not and Existing Liens will not result in the violation creation or imposition of any lien, charge or encumbrance on or security interest in any of the organizational documents assets of Pledgor, any agreement, indenture, instrument or law by which the Pledgor or any Company is bound or to which Pledgor or any Company is subject (Pledge Entity, except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities)as otherwise contemplated by this Agreement; (h) no consentThe pledge, filing, approval, registration or recording is required (1) for the pledge by Pledgor of its respective portion assignment and delivery of the Pledged Interests and the other Pledged Collateral pursuant to this Agreement or (2) except creates a valid first lien on and perfected first priority security interest in such Pledged Interests and Pledged Collateral and the proceeds thereof in favor of the Pledgee, subject to the security interests reflected on Exhibit B. Until this Agreement is terminated pursuant to Section 11 hereof, the Pledgor covenants and agrees that it will defend, for the filing benefit of an appropriate UCC financing statementthe Pledgee, to perfect the Lien created by this Agreement (Pledgee's right, title and security interest subject to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of Existing Liens in and to the Pledged Collateral is held or maintained in Interests, the form of a securities entitlement or credited to any securities account; and (j) if the other Pledged Collateral is certificated, Pledgor shall cause such certificates and the proceeds thereof against the claims and demands of all other persons or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.entities; and

Representations and Warranties of Pledgor. Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties Lenders as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex ACollateral; (b) all of the Equity Interests shares of the Stock have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s 's security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral Stock constitutes the percentage all of the issued and outstanding Equity Interests of each capital stock of the Companies identified on Annex A heretoCompany; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens and applicable restrictions imposed by any governmental authority, Governmental Body and without any restriction under the organizational documents by-laws or charter of Pledgor or any Company or any agreement among Pledgor’s 's or any Company’s 's shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ ' rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents by-laws or charter of Pledgor, any agreement, indenture, instrument or law Applicable Law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to about Agent’s 's prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to AgentAgreement.

Representations and Warranties of Pledgor. Each Pledgor hereby warrants and represents and warrants to Administrative Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal and beneficial owner of its respective portion of the Pledged Collateral identified indicated on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Permitted Liens and Administrative Agent’s security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral constitutes the percentage all of the issued and outstanding Equity Interests of each of the Companies identified on Annex A heretoCompanies; (d) except for those restrictions contained in the Loan Documents, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any governmental authority, Governmental Authority and without any restriction under the organizational documents Organic Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners members or memberspartners; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the the. enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Administrative Agent of its rights and remedies hereunder do not and will not result in the violation of any the Organic Documents of the organizational documents of such Pledgor, any agreement, indenture, instrument or applicable law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to about Administrative Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement)Agreement; (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if none of the Pledged Collateral constituting partnership interests or membership interests in a limited liability company is, nor has the relevant Company elected to designate any of the Pledged Collateral as, a “security” under (and as defined in) Article 8 of the UCC; and (k) unless a Power is delivered in connection therewith, none of the Pledged Collateral is certificated, Pledgor shall cause such certificates evidenced by a certificate or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentwriting.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): that: (a) each Instrument and document constituting Collateral is genuine and in all respects what it purports to be; (b) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) free of all pledges, security interests, charges, liens, or other encumbrances, except under this Agreement, and has the power and authority to convey any or all of its rights and interests in the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted LiensCollateral; (c) the Pledged Collateral Stock constitutes the percentage all of the issued and outstanding Equity Interests capital stock of each of the Companies identified on Annex A heretoPledgor's Subsidiaries; (d) there are no contractual options, warrants, calls, or charter other rights or commitments of any character giving any person the right to purchase any of the Pledged Stock or other Collateral from Pledgor; (e) the Pledged Stock has been duly authorized and validly issued, is fully paid and non-assessable, and was not issued in violation of the preemptive or other rights of any person; (f) there are no restrictions upon on the voting rights or upon the transfer of any of the Pledged Collateral other than those contained in this Agreement or appearing on the certificates evidencing the Collateral; (eg) Except as required under the Intercreditor Agreement, instruments of transfer delivered with the Pledged Stock herewith are duly executed and give Pledgee the power they purport to confer; (h) Pledgor has no Subsidiary on the right to vote, pledge date hereof that is not listed on Exhibit A; and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (gi) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do does not and will not result in the any violation of any or conflict with the terms of the organizational documents of Pledgor, any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consentinstrument, filinglicense, approvaljudgment, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statementdecree, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificatedorder, Pledgor shall cause such certificates law, statute, ordinance or other documents evidencing governmental rule or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory regulation applicable to Agent and Required Holders to be delivered to Agentor binding upon Pledgor.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): that: (a) each instrument and document constituting Collateral is genuine and in all respects what it purports to be; (b) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) free of all pledges, security interests, charges, liens, or other encumbrances, except under this Agreement, and has the power and authority to convey any or all of its rights and interests in the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted LiensCollateral; (c) the Pledged Collateral Stock constitutes the percentage all of the issued and outstanding Equity Interests of each capital stock of the Companies identified on Annex A heretoSubsidiaries owned by Pledgor; (d) there are no contractual options, warrants, calls, or charter other rights or commitments of any character giving any person the right to purchase any of the Pledged Stock or other Collateral from Pledgor; (e) to the best of Pledgor's knowledge, the Pledged Stock has been duly authorized and validly issued, is fully paid and non-assessable, and was not issued in violation of the preemptive or other rights of any person; (f) there are no restrictions upon on the voting rights or upon the transfer of any of the Pledged Collateral other than those contained in this Agreement or appearing on the records evidencing the Collateral; (eg) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise instruments of transfer delivered with the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been Stock herewith are duly authorized, executed and delivered by Pledgor give Pledgee the power they purport to confer; and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (gh) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do does not and will not result in the any violation of any of or conflict with the organizational documents terms of Pledgor's articles of incorporation, bylaws, or other organizational documentation, or any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consentinstrument, filinglicense, approvaljudgment, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statementdecree, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificatedorder, Pledgor shall cause such certificates law, statute, ordinance or other documents evidencing governmental rule or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory regulation applicable to Agent and Required Holders to be delivered to Agentor binding upon Pledgor.

Representations and Warranties of Pledgor. Each Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal and beneficial owner of its respective portion of the Pledged Collateral identified indicated on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Permitted Liens and Agent’s security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral constitutes the percentage (i) all of the issued and outstanding Equity Interests of each of Essex Canada, Essex Mexico, and (ii) 65% of the Companies identified on Annex A heretoissued and outstanding voting Equity Interests of each of Canadian Borrower; (d) except for those restrictions contained in the Loan Documents, there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens other than Permitted Liens and applicable restrictions imposed by any governmental authority, Governmental Body and without any restriction under the organizational documents Organic Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners shareholders or members; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any the articles of the organizational documents incorporation or organization or by-laws or operating agreement of such Pledgor, any material agreement, indenture, instrument or law Applicable Law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement)Agreement; (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if none of the Pledged Collateral constituting membership interests in a limited liability company is, nor has the relevant Company elected to designate any of the Pledged Collateral as, a “security” under (and as defined in) Article 8 of the UCC; and (k) unless a Power is delivered in connection therewith, none of the Pledged Collateral is certificated, Pledgor shall cause such certificates evidenced by a certificate or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentwriting.

Representations and Warranties of Pledgor. Pledgor hereby warrants and represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): (a) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex ACollateral; (b) all of the Equity Interests shares of the Stock have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted Lienshereunder; (c) the Pledged Collateral Stock constitutes the percentage all of the issued and outstanding Equity Interests capital stock of each of the Companies identified on Annex A heretoCompanies; (d) there are no contractual contractual, charter or charter other restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer the Pledged Collateral without the consent of any other Person party and free of any Liens and applicable restrictions imposed by any governmental authority, authority and without any restriction under the organizational documents by-laws or charter of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents by-laws or charter of Pledgor, any violation of any material provision of any agreement, indenture, instrument or any violation in any material respects of any applicable law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to about Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); and (h) no consent, filing, approval, registration or recording is required (1x) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2y) except for the filing of an appropriate UCC financing statement, to perfect the Lien created by this Agreement (Agreement, except in each case to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held such consent, filing, approval, registration or maintained in the form of a securities entitlement recording has been obtained or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agentmade.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties Lenders as follows (which representations and warranties shall be deemed continuing): (a) such Pledgor is the legal and beneficial owner of its respective portion of the Pledged Collateral identified on Annex A; (b) all of the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by such Pledgor free of any Liens except for Agent’s security interest hereunder and under the Permitted LiensCredit Agreement; (c) the Pledged Collateral constitutes the percentage of the issued and outstanding Equity Interests of each of the Companies identified on Annex A hereto; (d) there are no contractual or charter restrictions upon the voting rights or upon the transfer of any of the Pledged Collateral; (e) Except as required under the Intercreditor Agreement, such Pledgor has the right to vote, pledge and grant a security interest in or otherwise transfer its respective portion of the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents Organizational Documents of such Pledgor or any Company or any agreement among such Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (g) the execution, delivery and performance by such Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do not and will not result in the violation of any of the organizational documents Organizational Documents of such Pledgor, any agreement, indenture, instrument or law Law by which such Pledgor or any Company is bound or to which such Pledgor or any Company is subject (except that such Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consent, filing, approval, registration or recording is required (1) for the pledge by such Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statementthe Filed Financing Statement, to perfect the Lien created by the Security Agreement and affirmed this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificated, Pledgor shall cause such certificates or other documents evidencing or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory to Agent and Required Holders to be delivered to Agent.

Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Agent and the other Secured Parties as follows (which representations and warranties shall be deemed continuing): that: (a) each instrument and document constituting Collateral is genuine and in all respects what it purports to be; (b) Pledgor is the legal and beneficial owner of the Pledged Collateral identified on Annex A; (b) free of all pledges, security interests, charges, liens, or other encumbrances, except under this Agreement, and has the power and authority to convey any or all of its rights and interests in the Equity Interests have been duly and validly issued, are fully paid and nonassessable, and are owned by Pledgor free of any Liens except for Agent’s security interest hereunder and the Permitted LiensCollateral; (c) the Pledged Collateral Stock constitutes the percentage all of the issued and outstanding Equity Interests of each capital stock of the Companies identified on Annex A heretoSubsidiary owned by Pledgor; (d) there are no contractual options, warrants, calls, or charter other rights or commitments of any character giving any person the right to purchase any of the Pledged Stock or other Collateral from Pledgor; (e) to the best of Pledgor's knowledge, the Pledged Stock has been duly authorized and validly issued, is fully paid and non-assessable, and was not issued in violation of the preemptive or other rights of any person; (f) there are no restrictions upon on the voting rights or upon the transfer of any of the Pledged Collateral other than those contained in this Agreement or appearing on the records evidencing the Collateral; (eg) Except as required under the Intercreditor Agreement, Pledgor has the right to vote, pledge and grant a security interest in or otherwise instruments of transfer delivered with the Pledged Collateral without the consent of any other Person and free of any Liens and applicable restrictions imposed by any governmental authority, and without any restriction under the organizational documents of Pledgor or any Company or any agreement among Pledgor’s or any Company’s shareholders, partners or members; (f) this Agreement has been Stock herewith are duly authorized, executed and delivered by Pledgor give Pledgee the power they purport to confer; and constitutes a legal, valid and binding obligation of Pledgor, enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights; (gh) the execution, delivery and performance by Pledgor of this Agreement and the exercise by Agent of its rights and remedies hereunder do does not and will not result in the any violation of any of or conflict with the organizational documents terms of Pledgor's articles of incorporation, bylaws, or other organizational documentation, or any agreement, indenture, instrument or law by which Pledgor or any Company is bound or to which Pledgor or any Company is subject (except that Pledgor makes no representation or warranty with respect to Agent’s prospective compliance with any federal or state laws or regulations governing the sale or exchange of securities); (h) no consentinstrument, filinglicense, approvaljudgment, registration or recording is required (1) for the pledge by Pledgor of its respective portion of the Pledged Collateral pursuant to this Agreement or (2) except for the filing of an appropriate UCC financing statementdecree, to perfect the Lien created by this Agreement (to the extent that a Lien created by this Agreement can be perfected by filing a financing statement); (i) none of the Pledged Collateral is held or maintained in the form of a securities entitlement or credited to any securities account; and (j) if the Pledged Collateral is certificatedorder, Pledgor shall cause such certificates law, statute, ordinance or other documents evidencing governmental rule or representing such Pledged Collateral, accompanied by Powers, all in form and substance satisfactory regulation applicable to Agent and Required Holders to be delivered to Agentor binding upon Pledgor.