Common use of Pledgor’s Warranties Clause in Contracts

Pledgor’s Warranties. Pledgor hereby represents and warrants to the Secured Party as follows: (a) Pledgor owns the Collateral free and clear of any setoff, claim, restriction, Lien, security interest or encumbrance and has granted to the Secured Party a first priority perfected Lien therein, subject only to Permitted Liens. (b) The Collateral Shares held in the Collateral Account are (i) registered in the name of The Depository Trust Company’s nominee, (ii) maintained in the form of book entries on the books of The Depository Trust Company, and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement services. Pledgor’s “holding period” under Rule 144 for the Collateral Shares began, and Pledgor paid the full purchase price of the Collateral Shares, at least one year prior to the date such Collateral Shares are pledged. (c) No effective financing statement, control agreement, register of mortgages, charges and other encumbrances or similar document covering the Collateral or any part thereof is in effect in any public office (except in favor of the Secured Party). (d) The security interest in the Collateral granted by it pursuant to this Agreement is a valid and binding perfected security interest in the Collateral subject to no other Liens or security interests, other than Permitted Liens. (e) Except for those filings, consents and approvals required to perfect the security interest in the Collateral or to enforce such security interest that are listed on Schedule 3(e), no filings or consent or approval from any Person is required for the pledge of the Collateral or the exercise of the Secured Party’s rights and remedies hereunder.

Pledgor’s Warranties. Pledgor hereby represents and warrants to the Secured Party Collateral Agent and to each Optionee as follows: (a) Pledgor owns the Collateral free and clear of any setoff, claim, restriction, Lien, security interest or encumbrance and has granted to the Secured Party Collateral Agent a first priority perfected Lien therein, subject only to Permitted Liens. (b) On the date of this Agreement, 9,453,314 units of Underlying Equity (the “Required Collateral Shares Amount”) are held in and credited to the Collateral Account. The Collateral Shares held in the Collateral Account are (i) registered in the name of The Depository Trust Company’s nominee, (ii) maintained in the form of book entries on the books of The Depository Trust Company, and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement services. Pledgor’s “holding period” under Rule 144 for the Collateral Shares began, and Pledgor paid the full purchase price of the Collateral Shares, at least one year prior to the date such Collateral Shares are pledged. (c) No effective financing statement, control agreement, register of mortgages, charges and other encumbrances or similar document covering the Collateral or any part thereof is in effect in any public office (except in favor of the Secured PartyCollateral Agent). (d) The security interest in the Collateral granted by it pursuant to this Agreement is a valid and binding perfected security interest in the Collateral subject to no other Liens or security interests, interests other than Permitted Liens. (e) Except for those filings, consents and approvals required to perfect the security interest in the Collateral or to enforce such security interest that are listed on Schedule 3(e5(e), no filings or consent or approval from any Person is required for the pledge of the Collateral or the exercise of the Secured PartyCollateral Agent’s rights and remedies hereunder.

Pledgor’s Warranties. Pledgor hereby represents and warrants to the Secured Party Collateral Agent and to each Optionee as follows: (a) Pledgor owns the Collateral free and clear of any setoff, claim, restriction, Lien, security interest or encumbrance and has granted to the Secured Party Collateral Agent a first priority perfected Lien therein, subject only to Permitted Liens. (b) On the date of this Agreement, 5,524,862 units of Underlying Equity (the “Required Collateral Shares Amount”) are held in and credited to the Collateral Account. The Collateral Shares held in the Collateral Account are (i) registered in the name of The Depository Trust Company’s nominee, (ii) maintained in the form of book entries on the books of The Depository Trust Company, and (iii) allowed to be settled through The Depository Trust Company’s regular book-entry settlement services. Pledgor’s “holding period” under Rule 144 for the Collateral Shares began, and Pledgor paid the full purchase price of the Collateral Shares, at least one year prior to the date such Collateral Shares are pledged. (c) No effective financing statement, control agreement, register of mortgages, charges and other encumbrances or similar document covering the Collateral or any part thereof is in effect in any public office (except in favor of the Secured PartyCollateral Agent). (d) The security interest in the Collateral granted by it pursuant to this Agreement is a valid and binding perfected security interest in the Collateral subject to no other Liens or security interests, interests other than Permitted Liens. (e) Except for those filings, consents and approvals required to perfect the security interest in the Collateral or to enforce such security interest that are listed on Schedule 3(e5(e), no filings or consent or approval from any Person is required for the pledge of the Collateral or the exercise of the Secured PartyCollateral Agent’s rights and remedies hereunder.