Common use of Pledgor's Representations, Warranties and Covenants Clause in Contracts

Pledgor's Representations, Warranties and Covenants. (a) Pledgor --------------------------------------------------- represents and warrants that: (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (ii) this Pledge Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Insurance Commissioner; (iii) Pledgor has good title to all of the Pledged Shares and is the legal record and beneficial owner of each of the Pledged Shares (and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Securities), free and clear of all encumbrances except Pledgee's security interest hereunder; (iv) each of the Pledged Shares and Additional Pledged Securities is, or will be when acquired by Pledgor and pledged hereunder, duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable law; (v) no action other than the delivery of each item of the Pledged Collateral to, and its continued possession by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.

Pledgor's Representations, Warranties and Covenants. Pledgor hereby represents, warrants and covenants to Lender that: (a) contemporaneously herewith, Pledgor --------------------------------------------------- represents shall deliver to Lender any and warrants that: all certificates, instruments or documents which evidence all or any portion of the Pledged Collateral existing as of the date hereof; (ib) promptly upon Pledgor’s receipt thereof, Pledgor shall deliver to Lender any and all additional certificates, instruments or documents which evidence all or any portion of the Pledged Collateral acquired after the date hereof; (c) from time to time hereafter, Pledgor shall deliver to Lender such other agreements, instruments, statements and documents as Lender may request to maintain Lender’s first position priority security interest and lien in and to the Pledged Collateral; (d) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (iie) this Pledge Agreement constitutes the is a legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Insurance Commissionerterms; (iiif) Pledgor has good title to all each item of the Pledged Shares Collateral (and is the legal record and beneficial owner of each of the Pledged Shares (Membership Interests and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Membership Securities), free and clear of all encumbrances and liens except Pledgee's (i) Lender’s security interest hereunder; and (ivii) a pledge in favor of Pulse Sellers, LLC, a Utah limited liability company, provided such pledge is subordinated to the Lender’s lien in the Pledged Collateral pursuant to a written subordination agreement in form and substance satisfactory to Lender (the “Subordinate Pledge”); (g) each of the Pledged Shares Membership Interests and Additional Pledged Membership Securities is, or will be when acquired by Pledgor and pledged hereunder, is duly and validly issued and fully paid and non-assessable, and ; (h) there are no restrictions on the transfer of any thereof of the Membership Interests and Additional Membership Securities other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable lawlaw and except as set forth herein, in the Subordinate Pledge and in the Second Amended and Restated Limited Liability Company Agreement of Borrower, dated the date hereof, or in the Investor Rights Agreement, as amended as of the date hereof, among Borrower, its members and certain other parties; provided, however, such restrictions have either been waived or do not impair Lender’s rights under this Pledge Agreement; (vi) no action Pledgor shall execute and deliver to Lender, at the sole cost and expense of Pledgor, such further conveyances, agreements, assignments, instruments and other than writings, and take such further action, as Lender may reasonably request in order to obtain the delivery full benefit of each item of this Pledge Agreement, the Pledged Collateral toCollateral, and its continued possession bythe rights, Pledgee or any of its agents or nominees is necessary powers and remedies granted to maintain a perfected, first-priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.Lender hereunder;

Pledgor's Representations, Warranties and Covenants. (a) Pledgor --------------------------------------------------- represents and warrants that: (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (ii) this Pledge Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY Seaboard without obtaining approval of the Insurance Commissioner; (iii) Pledgor has good title to all of the Pledged Shares and is the legal record and beneficial owner of each of the Pledged Shares (and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Securities), free and clear of all encumbrances except Pledgee's security interest hereunder; (iv) each of the Pledged Shares and Additional Pledged Securities is, or will be when acquired by Pledgor and pledged hereunder, duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable law; (v) no action other than the delivery of each item of the Pledged Collateral to, and its continued possession by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-first- priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.

Pledgor's Representations, Warranties and Covenants. (a) Pledgor --------------------------------------------------- represents and warrants that: (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (ii) this Pledge Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY without obtaining approval of the Insurance Commissioner; (iii) Pledgor has good title to all of the Pledged Shares and is the legal record and beneficial owner of each of the Pledged Shares (and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Securities), free and clear of all encumbrances except Pledgee's security interest hereunder; (iv) each of the Pledged Shares and Additional Pledged Securities is, or will be when acquired by Pledgor and pledged hereunder, duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable law; (v) no action other than the delivery of each item of the Pledged Collateral to, and its continued possession by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-first- priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.

Pledgor's Representations, Warranties and Covenants. (a) Pledgor --------------------------------------------------- represents and warrants that: (i) Pledgor has the right, power and authority to execute, deliver and perform this Pledge Agreement and to pledge, assign, deliver, transfer and grant a security interest in the Pledged Collateral; (ii) this Pledge Agreement constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies and any limitation that may restrict Pledgee from selling, voting or exercising control over USF RE INSURANCE COMPANY VASA without obtaining approval of the Insurance Commissioner; (iii) Pledgor has good title to all of the Pledged Shares and is the legal record and beneficial owner of each of the Pledged Shares (and will have good title to and be the legal record and beneficial owner of each other item of Pledged Collateral, including any Additional Pledged Securities), free and clear of all encumbrances except Pledgee's security interest hereunder; (iv) each of the Pledged Shares and Additional Pledged Securities is, or will be when acquired by Pledgor and pledged hereunder, duly and validly issued and fully paid and non-assessable, and there are no restrictions on the transfer of any thereof other than such restrictions as appear on the certificates or other instruments or writings representing them, or as are referred to in clause (ii) above or otherwise may be imposed under applicable law; (v) no action other than the delivery of each item of the Pledged Collateral to, and its continued possession by, Pledgee or any of its agents or nominees is necessary to maintain a perfected, first-first- priority security interest in such item in favor of Pledgee; and (vi) no authorizations, approvals or consents of, and no filings or registrations with, any governmental or regulatory authority or agency are necessary for the execution, delivery or performance by the Pledgor of this Agreement or for the validity or enforceability hereof except as are referred to in clause (ii) above.