Common use of Certain Warranties and Covenants Clause in Contracts

Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants: (a) The Pledgor has title to the Pledged Interests and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and liens permitted by the Senior Indebtedness Documents or that arise by operation of law (“Permitted Liens”). As of the date of this Agreement, the Pledgor is unaware of the existence of any such liens arising by operation of law. (b) The Pledgor has full corporate power and authority to execute this Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby. (c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party or as permitted by the Intercreditor Agreement). (d) The Pledged Interests have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The certificates representing the Pledged Interests are genuine. (e) The Pledged Interests constitute the percentage of the issued and outstanding member interests of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated).

Certain Warranties and Covenants. The Pledgor makes the following warranties and covenants: (a) The Pledgor has title to the Pledged Interests Shares and will have title to each other item of Collateral hereafter acquired, free of all Liens except the Security Interest and liens permitted by the Senior Indebtedness Documents Lien of Whitebox Convertible Arbitrage Partners, LP, for itself and in its capacity as collateral agent for the Subordinated Creditors (in such capacity as collateral agent for the Subordinated Creditors, together with any replacement or that arise by operation of law (successor collateral agent, the “Permitted LiensSubordinated Creditors’ Collateral Agent”). As of the date of this Agreement, the Pledgor is unaware of the existence of any such liens arising by operation of law. (b) The Pledgor has full corporate power and authority to execute this Pledge Agreement, to perform the Pledgor’s obligations hereunder and to subject the Collateral to the Security Interest created hereby. (c) No financing statement covering all or any part of the Collateral is on file in any public office (except for any financing statements filed by the Secured Party or as permitted by the Intercreditor AgreementSubordinated Creditors’ Collateral Agent). (d) The Pledged Interests Shares have been duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable. The certificates representing Pledged Shares are not subject to any offset or similar right or claim of the Pledged Interests are genuineissuers thereof. (e) The Pledged Interests Shares constitute the percentage 100% of the issued and outstanding member interests shares of stock of the respective issuers thereof indicated on Schedule I (if any such percentage is so indicated)thereof.