Pledgors, to transfer
to or to register in the name of Collateral Agent or any of its nominees any or
all of the Pledged Equity.
SECTION 5.
Representations and Warranties.
Each Pledgor represents
and warrants as follows:
(A)
ORGANIZATION AND POWERS.
SUCH PLEDGOR IS DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING (SOLELY IN THE CASE OF AN ENTITY INCORPORATED OR
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF OR
IN ANY OTHER JURISDICTION IN WHICH AN ENTITY MAY BE IN GOOD STANDING) AND HAS
ALL REQUISITE POWER AND AUTHORITY TO OWN AND OPERATE ITS PROPERTIES, TO CARRY ON
ITS BUSINESS AS NOW CONDUCTED AND PROPOSED TO BE CONDUCTED AND TO ENTER INTO
THIS AGREEMENT AND CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
GOOD STANDING.
SUCH PLEDGOR IS QUALIFIED TO DO BUSINESS AND IN
GOOD STANDING (SOLELY IN THE CASE OF AN ENTITY INCORPORATED OR ORGANIZED UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF OR IN ANY OTHER
JURISDICTION IN WHICH AN ENTITY MAY BE IN GOOD STANDING) WHEREVER NECESSARY TO
CARRY ON ITS PRESENT BUSINESS AND OPERATIONS, EXCEPT IN JURISDICTIONS IN WHICH
THE FAILURE TO BE SO QUALIFIED OR IN GOOD STANDING HAS NOT HAD AND WILL NOT HAVE
A MATERIAL ADVERSE EFFECT ON THE BUSINESS, OPERATIONS, PROPERTIES, ASSETS OR
CONDITION (FINANCIAL OR OTHERWISE) OF SUCH PLEDGOR AND ITS SUBSIDIARIES, TAKEN
AS A WHOLE.
(C)
BINDING OBLIGATION.
THIS AGREEMENT IS THE LEGALLY VALID AND
BINDING OBLIGATION OF SUCH PLEDGOR, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS OR EQUITABLE PRINCIPLES RELATING TO
OR LIMITING CREDITORS' RIGHTS GENERALLY.
(D)
DUE AUTHORIZATION, ETC. OF PLEDGED COLLATERAL.
ALL OF THE PLEDGED
EQUITY DESCRIBED IN SCHEDULE I FOR SUCH PLEDGOR HAS BEEN DULY AUTHORIZED AND
VALIDLY ISSUED AND IS FULLY PAID AND NON-ASSESSABLE AND REPRESENTS
ALL OF THE
PLEDGED EQUITY OWNED BY SUCH PLEDGOR.
(E)
DESCRIPTION OF PLEDGED COLLATERAL.
THE PLEDGED EQUITY CONSTITUTES
ALL OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS IN EACH ISSUER THEREOF
(SUBJECT TO THE PROVISO TO SECTION 2(A)), AND THERE ARE NO OUTSTANDING WARRANTS,
OPTIONS OR OTHER RIGHTS TO PURCHASE, OR OTHER AGREEMENTS OUTSTANDING WITH
RESPECT TO, OR PROPERTY THAT IS NOW OR HEREAFTER CONVERTIBLE INTO, OR THAT
REQUIRES THE ISSUANCE OR SALE OF, ANY SECURITIES, OR RIGHTS OR INTEREST IN ANY
SECURITIES, OF ANY OF THE ISSUERS OF ANY OF THE PLEDGED EQUITY OR ANY OF THE
PROPERTIES OR ASSETS OF ANY OF SUCH ISSUERS.
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(F)
OWNERSHIP OF PLEDGED COLLATERAL.
SUCH PLEDGOR IS THE LEGAL,
RECORD AND BENEFICIAL OWNER OF THE PLEDGED COLLATERAL AND ITS INTERESTS IN THE
PLEDGED COLLATERAL ARE FREE AND CLEAR OF ANY LIEN EXCEPT FOR THE SECURITY
INTEREST CREATED BY THIS AGREEMENT.
(G)
GOVERNMENTAL AUTHORIZATIONS.
NO AUTHORIZATION, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY IS REQUIRED FOR EITHER (I) THE PLEDGE BY SUCH PLEDGOR OF THE