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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) it has, and on the date of delivery to Administrative Agent of any Collateral, will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of each Pledgor enforceable in accordance with its terms; (c) no consent of any other party (including, without limitation, creditors of each Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to or registration, filing or declaration with, any Official Body is required to be obtained by each Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Law, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, any shareholders’ agreement, any securityholders’ agreement or any other organizational document, as applicable, of each Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which each Pledgor is a party or which purports to be binding upon each Pledgor or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of each Pledgor except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan Document; (e) there are no restrictions on the transferability of the Collateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent permitted by Law) with respect to this assignment, transfer, pledge, and grant of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement; and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid, continuing and enforceable Lien on all right, title and interest of each Pledgor in or to such Collateral subject only to Permitted Liens, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of each Pledgor which would include the Collateral. The Collateral is fully paid and nonassessable. Each Pledgor covenants and agrees that it will defend Administrative Agent’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Administrative Agent as Collateral hereunder and will defend Administrative Agent’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. (a) Each Pledgor represents represents, warrants and warrants covenants that: (ai) it hasis the legal, record and beneficial owner of, and on has good title to, all Pledged Instruments purported to be owned by such Pledgor, subject to no Lien, except the date of delivery to Administrative Agent of any Collateral, will have, good and marketable title to the Collateral and Liens created by this Agreement; 6 77 (ii) it has full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge AgreementPledged Instruments; (biii) this Pledge Agreement has been duly authorized, executed and delivered by each such Pledgor and constitutes a the legal, valid and binding obligation of each such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability hereof 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); (civ) no consent of any other party (including, without limitation, creditors any stockholder or creditor of each Pledgorsuch Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to to, or registration, filing or declaration with, any Official Body governmental authority is required to be obtained by each such Pledgor in connection with the execution, delivery or performance of this Pledge Agreement Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, in each case except those which has not have been obtainedobtained or made or as may be required by laws affecting the offer and sale of securities generally in connection with the exercise by the Pledgee of certain of its remedies hereunder; (dv) the execution, delivery and performance of this Pledge Agreement will by such Pledgor does not violate any provision of any applicable Lawlaw or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, incorporation or by-laws (or analogous organizational documents) of such Pledgor or of any shareholders’ agreement, any securityholders’ agreement securities issued by such Pledgor or any other organizational documentof its Subsidiaries, as applicable, of each Pledgor or of any mortgage, indenture, lease, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or other agreement, instrument or undertaking to which each such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon each such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition (or the obligation to create or impose) of any Lien lien or encumbrance on any of the assets of each such Pledgor or any of its Subsidiaries except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan DocumentAgreement; (evi) there are no restrictions on the transferability of the Collateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or, if there are any such restrictions, any and all restrictions on such transferability Pledged Instruments have been duly waived (to the extent permitted by Law) with respect to this assignment, transfer, pledge, and grant of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreementvalidly issued; and (fvii) the pledge, assignment and delivery (which delivery has been made) to the Pledgee of the Pledged Instruments creates a valid and perfected first priority security interest in such Collateral pursuant to this Pledge Agreement will create a valid, continuing and enforceable Lien on all right, title and interest of each Pledgor in or to such Collateral subject only to Permitted Liens, and the proceeds thereofPledged Instruments, subject to no prior Lien lien or encumbrance or to any agreement purporting to grant to any third party (except the Secured Creditors) a Lien in lien or encumbrance on the property or assets of each such Pledgor which would include the Collateral. The Collateral is fully paid and nonassessableInstruments. Each Pledgor covenants and agrees that it will defend Administrative Agent’s the Pledgee's right, title and Lien on security interest in and to the Collateral and the proceeds thereof against the claims and demands of all Persons persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Administrative Agent the Pledgee as Collateral hereunder and will likewise defend Administrative Agent’s the right thereto and Lien thereonsecurity interest therein of the Pledgee and the other Secured Creditors. (b) The Pledgors hereby agree that the rights created by the subordinated provisions of the guarantees executed by the Pledgors related to the Note Documents and the subordination provisions of the Guaranty which each provide for the subordination of the indebtedness of the Borrower owing to any Pledgor to the Obligations of the Borrower owing to the Secured Creditors shall be on a parity basis for the equal and ratable benefit of the Secured Creditors. SECTION 14.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) it has, and on the date of delivery to Administrative Agent of any Collateral, will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of each Pledgor enforceable in accordance with its terms; (c) no consent of any other party (including, without limitation, creditors of each Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to or registration, filing or declaration with, any Official Body governmental authority, domestic or foreign, is required to be obtained by each Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Lawlaw, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, any shareholders’ agreement, any securityholders’ agreement or any other organizational documentsecurityholders’ agreement, as applicable, of each Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which each Pledgor is a party or which purports to be binding upon each Pledgor or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of each Pledgor except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan Document; (e) there are no restrictions on the transferability of the Collateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent permitted by Lawlaw) with respect to this assignment, transfer, pledge, and grant of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement; and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid, continuing and enforceable Lien on all right, title and interest of each Pledgor Prior Security Interest in or to such the Collateral subject only to Permitted Liens, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of each Pledgor which would include the Collateral. The Collateral is fully paid and nonassessable. Each Pledgor covenants and agrees that it will defend Administrative Agent’s right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Administrative Agent as Collateral hereunder and will defend Administrative Agent’s right thereto and Lien thereon.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) Each Pledgor represents, warrants and covenants that (i) it hasis the legal, record and beneficial owner of, and on the date of delivery to Administrative Agent of any Collateral, will have, has good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Collateral liens and security interests created by this Agreement; (ii) it has full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral Securities pledged by it pursuant to this Pledge Agreement; (biii) this Pledge Agreement has been duly authorized, executed and delivered by each such Pledgor and constitutes a legal, valid and binding obligation of each such Pledgor enforceable against it in accordance with its terms, except to the extent that the enforceability hereof 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); (civ) no consent of any other party (including, without limitation, creditors any stockholder or creditor of each Pledgorsuch Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to to, or registration, filing or declaration with, any Official Body governmental authority is required to be obtained by each such Pledgor in connection with the execution, delivery or performance of this Pledge Agreement Agreement, or in connection with the exercise of its rights and remedies pursuant to this Agreement, except (x) as may be required in connection with the disposition of the Securities by laws affecting the offering and sale of securities generally, (y) those approvals required to be obtained from the Department of Insurance pursuant to the Credit Agreement, all of which has not approvals have been obtainedobtained or (z) in connection with the exercise of rights and remedies pursuant to this Agreement, those approvals required to be obtained pursuant to California Insurance Code Section 1215.2; (dv) the execution, delivery and performance of this Pledge Agreement will by such Pledgor does not violate any provision of any applicable Lawlaw or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, incorporation or by-laws of such Pledgor or of any shareholders’ agreement, any securityholders’ agreement securities issued by such Pledgor or any other organizational documentof its Subsidiaries, as applicable, of each Pledgor or of any mortgage, indenture, lease, contract or other deed of trust, agreement, instrument or undertaking to which each such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon each such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of any Lien lien or encumbrance on any of the assets of each such Pledgor or any of its Subsidiaries except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan DocumentAgreement; (evi) there are no restrictions on the transferability all of the Collateral to Administrative Agent or with respect to shares of Pledged Stock have been duly and validly issued, are fully paid and nonassessable; (vii) each of the foreclosure Pledged Notes is the legal, valid and transfer thereof by Administrative Agent subject to and binding obligation of the respective obligor, enforceable against such obligor in accordance with the terms of the Credit Agreement and this Pledge Agreementits terms, or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived (except to the extent permitted that the enforceability thereof may be limited by Law) with respect to this assignmentapplicable bankruptcy, transferinsolvency, pledgereorganization, moratorium or other similar laws affecting creditors' rights generally and grant by equitable principles (regardless of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and whether enforcement is sought in accordance with the terms of the Credit Agreement and this Pledge Agreementequity or at law); and (fviii) the pledgepledge and assignment of the Securities pursuant to this Agreement, assignment and together with the delivery of such Collateral Securities pursuant to this Pledge Agreement will create (which delivery has been made), creates a valid, continuing valid and enforceable Lien on all right, title and perfected first security interest of each Pledgor in or to such Collateral subject only to Permitted Liens, Securities and the proceeds thereof, subject to no prior Lien lien or encumbrance or to any agreement purporting to grant to any third party a Lien in lien or encumbrance on the property or assets of each such Pledgor which would include the Collateral. The Collateral is fully paid and nonassessableSecurities. Each Pledgor covenants and agrees that it will defend Administrative Agent’s the Pledgee's right, title and Lien on security interest in and to the Collateral Securities and the proceeds thereof against the claims and demands of all Persons persons whomsoever; and such Pledgor covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Administrative Agent the Pledgee as Collateral hereunder and will likewise defend Administrative Agent’s the right thereto and Lien thereonsecurity interest therein of the Pledgee and the other Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS. Each Pledgor represents and warrants that: (a) it has, and on the date of delivery to Administrative Agent of any Collateral, will have, good and marketable title to the Collateral and full power, authority and legal right to pledge all of its right, title and interest in and to the Collateral pursuant to this Pledge Agreement; (b) this Pledge Agreement has been duly executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of each Pledgor enforceable in accordance with its terms; (c) subject to any filings required by the rules and regulations promulgated by the SEC, no consent of any other party (including, without limitation, creditors of each Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to or registration, filing or declaration with, any Official Body governmental authority, domestic or foreign, is required to be obtained by each Pledgor in connection with the execution, delivery or performance of this Pledge Agreement which has not been obtained; (d) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable Lawlaw, or of the certificate/articles of incorporation, bylaws, certificate of formation/organization/limited partnership, limited liability company agreement, limited partnership agreement, unlimited liability company agreement, any shareholders’ agreement, any securityholders’ ' agreement or any other organizational documentsecurityholders' agreement, as applicable, of each Pledgor or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which each Pledgor is a party or which purports to be binding upon each Pledgor or upon any of their respective assets and will not result in the creation or imposition of any Lien on any of the assets of each Pledgor except as contemplated by this Pledge Agreement or by the Credit Agreement or by any other Loan Document; (e) there are no restrictions on the transferability of the Collateral to Administrative Agent or with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement, or, if there are any such restrictions, any and all restrictions on such transferability have been duly waived (to the extent permitted by Lawlaw) with respect to this assignment, transfer, pledge, and grant of a security interest to Administrative Agent and with respect to the foreclosure and transfer thereof by Administrative Agent subject to and in accordance with the terms of the Credit Agreement and this Pledge Agreement; and (f) the pledge, assignment and delivery of such Collateral pursuant to this Pledge Agreement will create a valid, continuing and enforceable Lien on all right, title and interest of each Pledgor Prior Security Interest in or to such the Collateral subject only to Permitted Liens, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien in the property or assets of each Pledgor which would include the Collateral. The Collateral is fully paid and nonassessable. Each Pledgor covenants and agrees that it will defend Administrative Agent’s 's right, title and Lien on the Collateral and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that it will have like title to and the right to pledge any other property at any time hereafter pledged to Administrative Agent as Collateral hereunder and will defend Administrative Agent’s 's right thereto and Lien thereon.