in an Unrestricted Subsidiary or any other foreign Person that
is not a Subsidiary of the Borrower constituting Collateral, so long as (i) no
Default or Event of Default is continuing and (ii) the Administrative Agent and
Collateral Agent have received a certificate, in form and substance reasonably
satisfactory to the Administrative Agent, signed by a Responsible Officer of
Holdings certifying that such Collateral is being sold, transferred or otherwise
disposed of by Holdings for a business purpose (including, without limitation,
that it is being pledged in connection with local financing, sold (in whole or
in part), liquidated, exchanged or contributed to a joint venture).
15.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS.
(a)
Each
Pledgor represents, warrants and covenants that:
(I)
IT IS THE LEGAL, BENEFICIAL AND RECORD
OWNER OF, AND HAS GOOD AND MARKETABLE TITLE TO, ALL COLLATERAL CONSISTING OF ONE
OR MORE SECURITIES, PARTNERSHIP INTERESTS AND LIMITED LIABILITY COMPANY
INTERESTS AND THAT IT HAS SUFFICIENT INTEREST IN ALL COLLATERAL IN WHICH A
SECURITY INTEREST IS PURPORTED TO BE CREATED HEREUNDER FOR SUCH SECURITY
INTEREST TO ATTACH (SUBJECT, IN EACH CASE, TO NO PLEDGE, LIEN, MORTGAGE,
HYPOTHECATION, SECURITY INTEREST, CHARGE, OPTION, ADVERSE CLAIM OR OTHER
ENCUMBRANCE WHATSOEVER, EXCEPT THE LIENS AND SECURITY INTERESTS CREATED BY THIS
AGREEMENT);
(II)
IT HAS FULL POWER, AUTHORITY AND LEGAL
RIGHT TO PLEDGE ALL THE COLLATERAL PLEDGED BY IT PURSUANT TO THIS AGREEMENT;
(III)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY SUCH PLEDGOR AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH PLEDGOR ENFORCEABLE AGAINST SUCH PLEDGOR IN
ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT THE ENFORCEABILITY
20
THEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS GENERALLY AFFECTING CREDITORS' RIGHTS AND BY
EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER ENFORCEMENT IS SOUGHT IN EQUITY OR
AT LAW);
(IV)
EXCEPT TO THE EXTENT ALREADY OBTAINED OR MADE,
NO CONSENT OF ANY OTHER PARTY (INCLUDING, WITHOUT LIMITATION, ANY STOCKHOLDER,
PARTNER, MEMBER OR CREDITOR OF SUCH PLEDGOR OR ANY OF THEIR SUBSIDIARIES) AND NO
CONSENT, LICENSE, PERMIT, APPROVAL OR AUTHORIZATION OF, EXEMPTION BY, NOTICE OR
REPORT TO, OR REGISTRATION, FILING OR DECLARATION WITH, ANY GOVERNMENTAL
AUTHORITY IS REQUIRED TO BE OBTAINED BY SUCH PLEDGOR IN CONNECTION WITH (A) THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT, (B) THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT, (C) THE PERFECTION OR ENFORCEABILITY OF THE
PLEDGEE'S SECURITY INTEREST IN THE COLLATERAL OR (D) EXCEPT FOR COMPLIANCE WITH
OR AS MAY BE REQUIRED BY APPLICABLE SECURITIES LAWS, THE EXERCISE BY THE PLEDGEE
OF ANY OF ITS RIGHTS OR REMEDIES PROVIDED HEREIN;
(V)
THE EXECUTION, DELIVERY AND PERFORMANCE 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, DOMESTIC OR FOREIGN, APPLICABLE TO SUCH
PLEDGOR, OR OF THE CERTIFICATE OR ARTICLES OF INCORPORATION, CERTIFICATE OF
FORMATION, OPERATING AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT, PARTNERSHIP
AGREEMENT OR BY-LAWS OF SUCH PLEDGOR, AS APPLICABLE,