Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. 4.1 The Pledgor represents and warrants that the following is true and correct as of the date of this Agreement. (1) The Trust Agreement is an agreement duly executed and effectively existing under the laws of Japan. (2) The Security Beneficial Interests solely belong to the Pledgor, and the Pledgor has the sole authority to dispose of the Security Beneficial Interests. (3) There are no encumbrances relating to real rights on the Security Beneficial Interests that have priority over or precede the Floating Pledge A, nor is there any other event that will interfere with the rights or interests of the Pledgees A. (4) Other than the Floating Pledge A, there are no encumbrances relating to real rights on the Security Beneficial Interests that have priority over or precede the Floating Pledge B, nor is there any other event that will interfere with the rights or interests of the Pledgees B. (5) No lawsuit, arbitration, mediation or other administrative procedure by a third party is pending with respect to the creation, continued existence, ownership or exercise of the Security Beneficial Interests, nor is there any threat of the commencement of any of the foregoing. (6) The Security Beneficial Interests are legal, valid and binding, and enforceable in accordance with the terms of this Agreement. (7) No principal has been redeemed before the due date with respect to the Security Beneficial Interests. (8) Neither the Settlor nor the Trustee is in default of any obligations under the Trust Agreement. (9) There are no grounds for defense that interfere with the creation, continued existence or exercise of the Security Beneficial Interests. (10) No provisions of the Trust Agreement have been amended, released or waived, the Security Beneficial Interests have not been transferred to a third party, had a security interest created thereon, or otherwise been disposed of in a way that adversely affects or is likely to adversely affect the rights of the Pledgees under this Agreement, nor is the Pledgor under any obligation to make such a disposition for the benefit of a third party. (11) No petition for provisional attachment, preservative attachment, attachment or provisional disposition has been filed by any third party in respect of all or a part of the Security Beneficial Interests, nor are there any rights or encumbrances in respect of all or a part of the Security Beneficial Interests that have or are likely to have an adverse effect on the rights of the Pledgees under this Agreement; (12) Each of the Pledgor’s representations and warranties set out in the Trust Agreement are true and correct. 4.2 If it is found that any of the Pledgor’s representations and warranties set out in Clause 4.1 are false or incorrect in any material respect, the Pledgor shall immediately notify the Agent thereof in writing, and shall compensate the Agent or each Pledgee for the losses incurred by them due to such breach of representations or warranties.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. 4.1 The Pledgor represents and warrants that the following is true and correct as of the date of this Agreement. (1) The Trust Agreement is an agreement duly executed and effectively existing under the laws of Japan. (2) The Security Beneficial Interests solely belong to the Pledgor, and the Pledgor has the sole authority to dispose of the Security Beneficial Interests. (3) There are no encumbrances relating to real rights on the Security Beneficial Interests that have priority over or precede the Floating Pledge A, nor is there any other event that will interfere with the rights or interests of the Pledgees A. (4) Other than the Floating Pledge A, there are no encumbrances relating to real rights on the Security Beneficial Interests that have priority over or precede the Floating Pledge B, nor is there any other event that will interfere with the rights or interests of the Pledgees B. (5) No lawsuit, arbitration, mediation or other administrative procedure by a third party is pending with respect to the creation, continued existence, ownership or exercise of the Security Beneficial Interests, nor is there any threat of the commencement of any of the foregoing. (6) The Security Beneficial Interests are Interestsare legal, valid and binding, and enforceable in accordance with the terms of this Agreement. (7) No principal has been redeemed before the due date with respect to the Security Beneficial Interests. (8) Neither the Settlor nor the Trustee is in default of any obligations under the Trust Agreement. (9) There are no grounds for defense that interfere with the creation, continued existence or exercise of the Security Beneficial Interests. (10) No provisions Noprovisions of the Trust Agreement have been amended, released or waived, the Security Beneficial Interests have not been transferred to a third party, had a security interest created thereon, or otherwise been disposed of in a way that adversely affects or is likely to adversely affect the rights of the Pledgees under this Agreement, nor is the Pledgor under any obligation to make such a disposition for the benefit of a third party. (11) No petition for provisional attachment, preservative attachment, attachment or provisional disposition has been filed by any third party in respect of all or a part of the Security Beneficial Interests, nor are there any rights or encumbrances in respect of all or a part of the Security Beneficial Interests that have or are likely to have an adverse effect on the rights of the Pledgees under this Agreement; (12) Each of the Pledgor’s representations and warranties set out in the Trust Agreement are true and correct. 4.2 If it is found that any of the Pledgor’s representations and warranties set out in Clause 4.1 are 4.1are false or incorrect in any material respect, the Pledgor shall immediately notify the Agent thereof in writing, and shall compensate the Agent or each Pledgee for the losses incurred by them due to such breach of representations or warranties.