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

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Agent and each Lender that: (a) the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Equity Interests; (b) all of the Pledged Equity Interests have been duly and validly issued, are fully paid and, in the case of the Pledged Equity Interests consisting of any stock, non-assessable; (c) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantors; (d) the Pledgor has no Subsidiaries other than the Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (e) the pledge, assignment and delivery of the Pledged Equity Interests pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien on and a first perfected security interest in the Pledged Equity Interests, and the proceeds thereof, subject to no prior 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 Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests in the Guarantors; (h) all records of the Pledgor relating to the Pledged Equity Interests are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms and (j) except for the Pledged Equity Interests and except as otherwise listed on Schedule 9, the Pledgor owns no assets that constitutes “Investment Property” under the UCC. The Pledgor covenants and agrees that the Pledgor will defend the Agent’s right, title and security interest in and to the Collateral against the claims and demands of all Persons whomsoever; and covenants and agrees that the Pledgor will have like title to and right to pledge any other property at any time hereafter pledged to the Agent as Collateral hereunder and will likewise defend the Agent’s right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. (a) The Pledgor represents and warrants to the Agent and each Lender that: (a1) on the Pledgor is the legal record and beneficial owner of, and has good and marketable title to, date hereof the Pledged Equity InterestsStock consist of the number and type of shares of the capital stock of such corporations as described in Annex A hereto; (b2) such stock constitutes all of the Pledged Equity Interests have been duly and validly issued, are fully paid and, in the case of the Pledged Equity Interests consisting of any stock, non-assessable; (c) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantors; (d) the Pledgor has no Subsidiaries other than the Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (e) the pledge, assignment and delivery of the Pledged Equity Interests pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien on and a first perfected security interest in the Pledged Equity Interests, and the proceeds thereof, subject to no prior 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 Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of all classes of the capital stock or membership interests of each Issuer as set forth in the GuarantorsAnnex A hereto; (h3) all records of the Pledgor relating is the holder of record and sole beneficial owner of such Pledged Stock; (4) it has good and marketable title to the Pledged Equity Interests are located at its office as listed on page 1 Stock, subject to no pledge, Lien (except for the Liens permitted under Section 8.01(A)(2) of the CIT Credit Agreement), mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the Liens and security interests created by this Agreement; (5) it has full power, authority and legal right to pledge all the Collateral pursuant to this Agreement; (6) this Agreement under the custody has been duly authorized, executed and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement delivered by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the constitutes a legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms , except to the extent that such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and (j) except for other similar laws affecting the Pledged Equity Interests and except as otherwise listed on Schedule 9enforcement of creditors' rights generally, the Pledgor owns no assets that constitutes “Investment Property” under availability of equitable remedies and the UCC. The Pledgor covenants exercise of judicial discretion, regardless of whether enforcement is sought in a proceeding at law or in equity; (7) the execution, delivery and agrees that performance of this Agreement will not violate any provision of any applicable law 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 of incorporation or by-laws of the Pledgor will defend the Agent’s right, title and security interest in and to the Collateral against the claims and demands or of all Persons whomsoever; and covenants and agrees that any securities issued by the Pledgor will have like title to and right to pledge or any of its Subsidiaries, or of any indenture or loan or credit agreement or other agreement evidencing an obligation for borrowed money or any other property at any time hereafter pledged to the Agent as Collateral hereunder and will likewise defend the Agent’s right thereto and security interest therein.material agreement, lease or

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Agent and each Lender that: (a) on the Pledgor is date of delivery to the legal record Escrow Agent of any Pledged Bonds, neither the Tender Agent nor any other Person (other than Agent or the Escrow Agent on behalf of Agent) will have any right, title or interest in and beneficial owner of, and has good and marketable title to, to the Pledged Equity InterestsBonds; (b) the Pledgor 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 right, title and interest in and to the Pledged Equity Interests have been duly and validly issued, are fully paid and, in the case of the Pledged Equity Interests consisting of any stock, non-assessableBonds pursuant to this Pledge Agreement; (c) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating on the date of delivery thereof to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantors; (d) the Pledgor has no Subsidiaries other than the Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (e) the pledge, assignment and delivery of Escrow Agent the Pledged Equity Interests pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien on and a first perfected security interest in the Pledged Equity Interests, Bonds and the proceeds thereof, thereof will not be subject to no any prior Lien 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 Pledged Equity InterestsBonds; and (d) Agent has and will have a first and prior perfected security interest in all Collateral delivered to, assuming or held by, Agent or the Escrow Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests as provided in the Guarantors; (h) all records of Indenture, and no filing or other action is necessary to preserve, perfect or protect such interest or the Pledgor relating to the Pledged Equity Interests are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms and (j) except for the Pledged Equity Interests and except as otherwise listed on Schedule 9, the Pledgor owns no assets that constitutes “Investment Property” under the UCCpriority thereof. The Pledgor covenants and agrees that the Pledgor it will defend Agent's and the Escrow Agent’s 's right, title and security interest in and to the Collateral Pledged Bonds, the interest thereon and the proceeds thereof against the claims and demands of all Persons whomsoever; and covenants and agrees that the Pledgor it will have like title to and right to pledge any other property at any time hereafter pledged to the Agent as Collateral hereunder and will likewise defend Agent's and the Escrow Agent’s 's right thereto and security interest therein.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants to the Agent and each Lender that: that (a) the Pledgor it is the legal record and beneficial owner of, and has good and marketable indefeasible title to, the Pledged Equity InterestsStock described herein as being owned by it, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the lien and security interest created by this Agreement; (b) Pledgor owns 100% of the issued and outstanding capital stock of Temco Fireplace Products, Inc.; (c) it has full power, authority and legal right to pledge the Pledged Stock pledged by it pursuant to this Agreement; (d) all the shares of the Pledged Equity Interests Stock pledged by it have been duly and validly issued, are fully paid and, in the case of the Pledged Equity Interests consisting of any stock, and non-assessable; (ce) there are no outstanding subscriptions, options, warrants, rights, calls, contracts, commitments, understandings or agreements to purchase or otherwise acquire or relating to the issuance consent of any sharesother party (including, other securitieswithout limitation, membership any creditor of the Pledgor or the Subsidiary) and no order, consent, license, permit, approval, validation or authorization of, exemption by, notice to or registration, recording, filing or declaration with, any governmental or public body or authority is required to be obtained by the Pledgor in connection with the execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby, including, without limitation, the exercise by the Lender of the voting or other ownership rights provided for in this Agreement or economic interests the remedies in respect of the GuarantorsCollateral pursuant to this Agreement; and (d) the Pledgor has no Subsidiaries other than the Guarantors and Art Credit Company, LLC, a Delaware limited liability company, the latter of which is in the process of being dissolved; (ef) the pledge, assignment and delivery of the such Pledged Equity Interests Stock pursuant to this Agreement and, if applicable, the Custodian Agreement, creates a valid first Lien lien on and a first perfected security interest in such shares of the Pledged Equity InterestsStock, and the proceeds thereof, subject to no prior Lien 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 such Pledgor which would include the Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests in the Guarantors; (h) all records of the Pledgor relating to the Pledged Equity Interests are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms and (j) except for the Pledged Equity Interests and except as otherwise listed on Schedule 9, the Pledgor owns no assets that constitutes “Investment Property” under the UCCStock. The Pledgor covenants and agrees that the Pledgor it will defend the Agent’s Lender's right, title and security interest in and to the Collateral Pledged Stock and the proceeds thereof against the claims and demands of all Persons persons whomsoever; and covenants and agrees that the Pledgor it will have like title to and right to pledge any other property which at any time hereafter may be pledged to the Agent Lender as Collateral hereunder and will likewise defend the Agent’s Lender's right thereto and security interest therein; and covenants and agrees that it will not, with respect to any Collateral, without the prior written consent of the Lender, enter into any shareholder agreements, voting agreements, voting trusts, trust deeds, irrevocable proxies or any other similar agreements or instruments.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that (a)(i) on the date of delivery to the Agent and each Lender that: Pledgee, or to the Trustee for the account of the Pledgee, of any Bank Bonds or (aii) in the Pledgor is event 100% of the legal record and beneficial owner ofBonds are held by a depository in a book-entry only system, and has good and marketable title toon the date of transfer by the Trustee or the depository to the account of the Pledgee or to the account of the Pledgor, expressly subject to the rights of the Pledgee hereunder, of any Bank Bonds, none of the Issuer, the Pledged Equity InterestsRemarketing Agent or the Trustee will have any right, title or interest in or to the Bank Bonds which would adversely affect the Pledgee; (b) all on the date of delivery to the Pledgee or to the Trustee for the account of the Pledged Equity Interests have been duly and validly issued, are fully paid andPledgee of any Bank Bonds or, in the case event of 100% of the Pledged Equity Interests consisting Bonds are held by a depository in a book-entry only system, on the date of transfer by the Trustee or the depository to the account of the Pledgee or the Pledgor, expressly subject to the rights of the Pledgee hereunder, of any stockBank Bonds, non-assessableit will have full power, authority and legal right to pledge all of its right, title and interest in and to the Bank Bonds pursuant to this Pledge Agreement; (c) there are no outstanding subscriptionsthis Pledge Agreement has been duly authorized, optionsexecuted and delivered by the Pledgor and constitutes a legal, warrantsvalid and binding obligation of the Pledgor, rightsenforceable in accordance with its terms except as such enforceability may be limited by insolvency, callsreorganization, contracts, commitments, understandings moratorium or agreements to purchase or otherwise acquire or other similar laws relating to the issuance of any shares, other securities, membership or other ownership or economic interests of the Guarantorslimiting creditor's rights; (d) no consent of any other party (including, without limitation, creditors of the Pledgor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by the Pledgor has no Subsidiaries other than in connection with the Guarantors and Art Credit Companyexecution, LLC, a Delaware limited liability company, the latter delivery or performance of which is in the process of being dissolvedthis Pledge Agreement; (e) the execution, delivery and performance of this Pledge Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any material mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which the Pledgor is a party or which purports to be binding upon the Pledgor or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of the Pledgor except as contemplated by this Pledge Agreement; and (f) the pledge, assignment and delivery of the Pledged Equity Interests such Bank Bonds pursuant to this Pledge Agreement and, if applicable, the Custodian Agreement, creates will create a valid first Lien lien on and a first perfected security interest in, all right, title or interest of the Pledgor in the Pledged Equity Interestsor to such Bank Bonds, and the proceeds thereof, subject to no prior Lien 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 Pledged Equity Interests, assuming the Agent had no notice of an adverse claim prior to the date hereof; (f) all of the Pledged Equity Interests that are certificated are evidenced by the certificates described on Exhibit A; (g) the Pledged Equity Interests constitute one hundred (100%) percent of the issued and outstanding shares of capital stock or membership interests in the Guarantors; (h) all records of the Pledgor relating to the Pledged Equity Interests are located at its office as listed on page 1 of this Agreement under the custody and control of the Administrator or, subsequent to the execution and delivery of a Custodian Agreement, the Custodian; (i) the execution, issuance, delivery and performance of this Agreement by the Pledgor is within the power and authority of the Pledgor and upon its execution and delivery hereof, this Agreement will be the legal, valid and binding obligation of the Pledgor enforceable against the Pledgor in accordance with its terms and (j) except for the Pledged Equity Interests and except as otherwise listed on Schedule 9, the Pledgor owns no assets that constitutes “Investment Property” under the UCCBank Bonds. The Pledgor covenants and agrees that the Pledgor it will defend the Agent’s Pledgee's right, title and security interest in and to the Collateral Bank Bonds and the proceeds thereof against the claims and demands of all Persons persons whomsoever; and covenants and agrees that the Pledgor it will have like title to and right to pledge any other property at any time hereafter pledged to the Agent Pledgee as Collateral hereunder and will likewise defend the Agent’s Bank's right thereto and security interest therein.