Common use of Defense of Claims; Transferability of Pledged Collateral Clause in Contracts

Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.04 of the Credit Agreement and except for dispositions not prohibited by the Credit Agreement or this Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral (in the case of the Pledged IP Collateral, the failure of which to own (or have rights to) would reasonably be expected to have a Material Adverse Effect) pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof as described in Section 4.2 hereof against all claims and demands of all Persons at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party (other than Permitted Liens), in each case at its own cost and expense.