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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the Collateral of the Pledgor or any of its Subsidiaries except as contemplated by this Agreement; (vi) all the shares of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities and the proceeds thereof against the claims and demands of all persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon The Pledgor represents and warrants that: (a) on the date of delivery to the Escrow Agent of any of their respective assets and will not result in Pledged Bonds, neither the creation or imposition of Tender Agent nor any other Person (other than Agent or the obligation Escrow Agent on behalf of Agent) will have any right, title or interest in and to create or imposethe Pledged Bonds; (b) any lien or encumbrance on any of the Collateral of the Pledgor or has, and on the date of delivery to the Escrow Agent of any Pledged Bonds will have, full power, authority and legal right to pledge all of its Subsidiaries except as contemplated by right, title and interest in and to the Pledged Bonds pursuant to this Pledge Agreement; (vic) all on the shares date of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (vii) the pledge, assignment and delivery thereof to the Pledgee of Escrow Agent the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, Pledged Bonds and the proceeds thereof, thereof will not be subject to no other Lien any prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a Lien on security interest in the property or assets of the Pledgor which would include the SecuritiesPledged Bonds; and (d) Agent has and will have a first and prior perfected security interest in all Collateral delivered to, or held by, Agent or the Escrow Agent or as provided in the Indenture, and no filing or other action is necessary to preserve, perfect or protect such interest or the priority thereof. The Pledgor covenants and agrees that it will defend Agent's and the PledgeeEscrow Agent's right, title and security interest in and to the Securities Pledged Bonds, the interest thereon and the proceeds thereof against the claims and demands of all persons Persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee Agent as Collateral hereunder and will likewise defend Agent's and the Escrow Agent's right thereto and security interest therein of the Pledgee and the Secured Creditorstherein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon any The Pledgor represents and warrants that: (a) on the date of their respective assets and will not result in delivery to the creation or imposition of (Bank or the obligation to create or impose) Pledged Bonds Custodian of any lien or encumbrance on any Pledged Bonds, none of the Collateral of Authority, the Remarketing Agent, the Tender Agent, the Trustee nor any other person, firm or corporation (other than the Pledgor or the Bank or the Pledged Bonds Custodian) will have any right, title or interest in and to the Pledged Bonds; (b) it has, and on the date of delivery to the Bank or the Pledged Bonds Custodian of any Pledged Bonds will have, full power, authority and legal right to pledge all of its Subsidiaries except as contemplated by right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (vi) all the shares of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (viic) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, Pledged Bonds and the proceeds thereof, are not subject to no other Lien any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a Lien on security interest in the property or assets of the Pledgor which would include the SecuritiesPledged Bonds. The Pledgor covenants and agrees that it will defend the PledgeeBank's and the Pledged Bonds Custodian's right, title and security interest in and to the Securities Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; at the Pledgor's sole cost and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditorsexpense.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries or upon any The Pledgor represents and warrants that: (a) on the date of their respective assets and will not result in delivery to the creation or imposition of (Bank or the obligation to create or impose) Pledged Bonds Custodian of any lien or encumbrance on any Pledged Bonds, none of the Collateral of Remarketing Agent, the Tender Agent, the Trustee nor any other person, firm or corporation (other than the Pledgor or the Bank or the Pledged Bonds Custodian) will have any right, title or interest in and to the Pledged Bonds; (b) it has, and on the date of delivery to the Bank or the Pledged Bonds Custodian of any Pledged Bonds will have, full power, authority and legal right to pledge all of its Subsidiaries except as contemplated by right, title and interest in and to the Pledged Bonds pursuant to this Agreement; (vi) all the shares of Securities have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights; and (viic) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, Pledged Bonds and the proceeds thereof, are not subject to no other Lien any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a Lien on security interest in the property or assets of the Pledgor which would include the SecuritiesPledged Bonds. The Pledgor covenants and agrees that it will defend the PledgeeBank's and the Pledged Xxxxx Custodian's right, title and security interest in and to the Securities Pledged Bonds and the proceeds thereof against the claims and demands of all persons whomsoever; at the Pledgor's sole cost and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditorsexpense.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. diaries The Pledgor represents and warrants that (a) it is, or upon any of their respective assets at the time when pledged hereunder will be, the legal, record and will not result in the creation or imposition of beneficial owner of, and has (or will have) good and merchantable title to, all the obligation Pledged Stock, subject to create or impose) any lien or encumbrance on any of no Lien (except the Collateral of the Pledgor or any of its Subsidiaries except as contemplated Lien created by this Agreement); (vib) it has full corporate power, authority and legal right to pledge all the Pledged Stock pursuant to this Agreement; and (c) all the shares of Securities the Pledged Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options option to purchase or similar rights; and (vii) the pledge, assignment and delivery to the Pledgee of the Securities (other than uncertificated securities) pursuant to this Agreement creates a valid and perfected first priority Lien in the Securities, and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of the Pledgor which would include the Securities. The Pledgor covenants and agrees that it will defend the Pledgee's right, title and security interest in and to the Securities Pledged Stock and the proceeds thereof against the claims and demands of all persons Persons whomsoever; and the Pledgor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral collateral hereunder and will likewise defend the right rights thereto and security interest therein of the Pledgee and the Secured Creditors.