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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Pledgor represents and warrants to Lender, and covenants with Lender that: (a) The Pledged Stock Collateral has been duly authorized, validly issued and is fully paid and non-assessable, and Pledgor has owned the Pledged Securities since at least January 1, 1993, currently owns the Pledged Securities and will continue to own the Pledged Stock Collateral, absolutely, free and clear of any proxies, voting trusts, liens, encumbrances or adverse claims whatsoever, except for the first priority lien granted to Lender under this Agreement, and there are no restrictions upon the voting rights or upon the transfer of the Pledged Securities other than as may appear on the certificates evidencing the Pledged Securities and as set forth herein. (b) The Pledgor has good right and lawful authority to pledge, mortgage, assign, transfer, deliver, deposit, set over and confirm unto Lender the Pledged Stock Collateral as provided herein and will warrant and defend the title thereto, and the lien thereon, conveyed to Lender by this Agreement against all claims of all persons and will maintain and preserve such lien. (c) This Agreement, and all agreements and documents executed by Pledgor relating hereto, are the valid and binding obligations of Pledgor, enforceable in accordance with their terms, and the execution, delivery and performance hereof and thereof does not violate or conflict with any contract, agreement, understanding, judgment, order or writ applicable to Pledgor or the Pledged Securities.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. Each Pledgor represents and represents, warrants to Lender, and covenants with Lender thatto the Secured Parties as follows: (a) The Pledged Stock Collateral has been duly authorized, validly issued Such Pledgor is the record and is fully paid and non-assessablebeneficial owner of, and Pledgor has owned the Pledged Securities since at least January 1good and marketable title to, 1993, currently owns the Pledged Securities and will continue to own the Pledged Stock Collateral, absolutelyhis Shares pledged hereunder, free and clear of any proxies, voting trusts, and all liens, charges, encumbrances or adverse claims whatsoever, except for the first priority lien granted to Lender under this Agreement, and there are no restrictions upon the voting rights or upon the transfer security interests of the Pledged Securities other than as may appear on the certificates evidencing the Pledged Securities every kind and as set forth herein.nature; (b) The Such Pledgor has good right and lawful legal authority to pledge, mortgage, assign, transfer, deliver, deposit, set over and confirm unto Lender pledge the Pledged Stock Collateral as provided herein and will warrant and defend Shares owned by such Pledgor in the title thereto, and the lien thereon, conveyed to Lender by this Agreement against all claims of all persons and will maintain and preserve such lien.manner hereby done or contemplated; (c) This AgreementNo authorization, approval, or other action by, and all agreements and documents executed no notice to or filing with, any third party, governmental authority or regulatory body is required for the validity of the pledge by such Pledgor relating heretoof his Shares pursuant to this Agreement or for the execution, are delivery or performance of this Agreement by such Pledgor; (d) This Agreement constitutes the legal, valid and binding obligations obligation of such Pledgor, enforceable against such Pledgor in accordance with their its terms, and the pledge and security interest effected hereby is effective to vest in the Secured Parties the rights in such Pledgor’s Shares as set forth herein; (e) There are no existing purchase agreements, warrants, options, or other rights, agreements, arrangements or commitments of any character (whether or not exercisable), or obligations (whether formal or informal, written or oral, firm or contingent) or restrictions of any nature (other than restrictions on transferability under federal securities laws), relating to such Pledgor’s Shares; (f) Such Pledgor is not a party to any agreement, arrangement or understanding, written or oral, creating rights in respect of any his Shares in any person or entity or relating to the voting of his Shares; and (g) Such Pledgor’s Shares represent such Pledgor’s entire ownership interest in the Company. All representations, warranties and covenants made by each Pledgor contained in this Agreement shall survive the execution, delivery and performance hereof and thereof does not violate or conflict with any contract, agreement, understanding, judgment, order or writ applicable to Pledgor or of this Agreement until the Pledged SecuritiesTermination Date.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR. any of their respective assets and will not result in the creation or imposition of any lien or encumbrance on any of the assets of such Pledgor represents and warrants to Lender, and covenants with Lender that: or any of its Subsidiaries except as contemplated by this Agreement; (avi) The Pledged all the shares of Stock Collateral has of Subsidiaries of the Borrower have been duly authorizedand validly issued, validly issued and is are fully paid and non-assessable, and Pledgor has owned the Pledged Securities since at least January 1, 1993, currently owns the Pledged Securities and will continue to own the Pledged Stock Collateral, absolutely, free and clear of any proxies, voting trusts, liens, encumbrances or adverse claims whatsoever, except for the first priority lien granted to Lender under this Agreement, and there are no restrictions upon the voting rights or upon the transfer nonassessable; (vii) each of the Pledged Securities other than as may appear on the certificates evidencing the Pledged Securities and as set forth herein. (b) The Pledgor has good right and lawful authority to pledgeNotes constituting Intercompany Notes, mortgage, assign, transfer, deliver, deposit, set over and confirm unto Lender the Pledged Stock Collateral as provided herein and will warrant and defend the title thereto, and the lien thereon, conveyed to Lender by this Agreement against all claims of all persons and will maintain and preserve such lien. (c) This Agreement, and all agreements and documents when executed by Pledgor relating heretothe obligor thereof, are will be the legal, valid and binding obligations obligation of Pledgorsuch obligor, enforceable in accordance with their its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law); and (viii) the pledge and assignment of the Securities pursuant to this Agreement, together with the delivery of the Securities pursuant to this Agreement (which delivery has been made), creates a valid and perfected first security interest in such Securities and the executionproceeds thereof, delivery subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Securities. Each Pledgor covenants and performance hereof agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof does not violate or conflict with against the claims and demands of all persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and right to pledge any contract, agreement, understanding, judgment, order or writ applicable other property at any time hereafter pledged to Pledgor or the Pledged SecuritiesPledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the other Secured Creditors.