Common use of Representations and Warranties of Member Clause in Contracts

Representations and Warranties of Member. Member represents and warrants as of the date hereof as follows: (a) The chief executive office of Member and the office where it keeps its records concerning the Collateral is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The organization number assigned to Member in Delaware is 5564976, and Member’s federal employer identification number is ▇▇-▇▇▇▇▇▇▇. (b) This Pledge Agreement creates a valid security interest in the Collateral and secures the payment of the Secured Obligations. (c) With respect to the Collateral and the security interest in the Collateral granted hereunder, (i) the appropriate financing statements (the “Financing Statements”) have been presented (or are in a form to be presented immediately prior to the date of the first Advance) for filing under the UCC, and upon such filing, such security interest will be a perfected security interest under the UCC, and no further filings or other actions are necessary to perfect such security interest and (ii) assuming the delivery to, and possession in the State of New York of, all certificates or instruments representing or evidencing the Equity Interests (including duly executed undated blank stock powers) by, Collateral Agent, and the filing of the Financing Statements with the Secretary of State of the State of Delaware such security interest will be a first priority perfected security interest under the UCC in the Collateral, and no further filings or other actions are necessary to perfect such security interest. (d) Member is the sole legal and equitable owner of the Equity Interests of each Borrower Subsidiary, together with the other rights and interests comprising the Collateral described above, subject to no Liens (other than Permitted Liens described in Section 11.2.2(a) of the Loan Agreement) and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral pledged hereunder. Member owns all of the issued and outstanding Equity Interests of each Borrower Subsidiary. (e) Member has not assigned any of its rights under any LLC Agreement or any of the Collateral except as provided in this Pledge Agreement or pursuant to the Loan Documents (as defined in the Other Loan Facility). (f) Member has not executed and has no knowledge of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been filed pursuant to this Pledge Agreement or pursuant to the Loan Documents (as defined in the Other Loan Facility). (g) The Equity Interests issued to Member are, or will be when issued, “certificated securities” as such term is defined in Article 8 of the UCC. (h) With respect to the Equity Interests, such Equity Interests (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide that such Equity Interests are securities governed by Article 8 of the UCC, or (iii) are not held in a Securities Account, except Equity Interests for which Collateral Agent is the registered owner. (i) Member has delivered all certificated securities constituting Collateral held by Member on the Loan Document Effective Date to Collateral Agent, together with duly executed undated blank stock powers, and such securities are duly authorized and validly issued, fully paid and non-assessable.

Representations and Warranties of Member. Member represents and warrants as of the date hereof as follows: (a) The chief executive office of Member and the office where it keeps its records concerning the Collateral is located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The organization number assigned to Member in Delaware is 55649765323689, and Member’s federal employer identification number is ▇▇-▇▇▇▇▇▇▇. (b) This Pledge Agreement creates a valid security interest in the Collateral and secures the payment of the Secured Obligations. (c) With respect to the Collateral and the security interest in the Collateral granted hereunder, (i) the appropriate financing statements (the “Financing Statements”) have been presented (or are in a form to be presented immediately prior to the date of the first Advance) for filing under the UCC, and upon such filing, such security interest will be a perfected security interest under the UCC, and no further filings or other actions are necessary to perfect such security interest and (ii) assuming the delivery to, and possession in the State of New York of, all certificates or instruments representing or evidencing the Equity Interests (including duly executed undated blank stock powers) by, Collateral Agent, and the filing of the Financing Statements with the Secretary of State of the State of Delaware such security interest will be a first priority perfected security interest under the UCC in the Collateral, and no further filings or other actions are necessary to perfect such security interest. (d) Member is the sole legal and equitable owner of the Equity Interests of each Borrower Subsidiary, together with the other rights and interests comprising the Collateral described above, subject to no Liens (other than Permitted Liens described in Section 11.2.2(a) of the Loan Agreement) and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral pledged hereunder. Member owns all of the issued and outstanding Equity Interests of each Borrower Subsidiary. (e) Member has not assigned any of its rights under any LLC Agreement or any of the Collateral except as provided in this Pledge Agreement or pursuant to the Loan Documents (as defined in the Other Loan FacilityAgreement). (f) Member has not executed and has no knowledge of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office, except such as may have been filed pursuant to this Pledge Agreement or pursuant to the Loan Documents (as defined in the Other Loan FacilityAgreement). (g) The Equity Interests issued to Member are, or will be when issued, “certificated securities” as such term is defined in Article 8 of the UCC. (h) With respect to the Equity Interests, such Equity Interests (i) are not dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide that such Equity Interests are securities governed by Article 8 of the UCC, or (iii) are not held in a Securities Account, except Equity Interests for which Collateral Agent is the registered owner. (i) Member has delivered all certificated securities constituting Collateral held by Member on the Loan Document Effective Date to Collateral Agent, together with duly executed undated blank stock powers, and such securities are duly authorized and validly issued, fully paid and non-assessable.