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 that: (a) it is the legal, record and beneficial owner of, and has good and marketable title to, the Stock described in Section 2 hereof, subject to no Security Interest (except the Security Interest created by this Agreement); (b) it has full power, authority and legal right to pledge all such Stock pursuant to this Agreement; (c) all the shares of such Stock have been duly and validly issued, are fully paid and nonassessable; (d) this Agreement and the delivery of the certificates evidencing the Stock to the Security Trustee accompanied by stock powers duly executed in blank by the Pledgor creates, as security for the Secured Liabilities, a valid and enforceable perfected Security Interest on all of the Collateral, in favor of the Security Trustee for the benefit of the Security Trustee, and the other Finance Parties, subject to no Security Interest in favor of any other person; and (e) no consent, filing, recording or registration is required to perfect the Security Interest purported to be created by this Agreement. The Pledgor covenants and agrees that it will defend the Security Trustee's right, title and security in and to the Collateral against the claims and demands of all persons; and the Pledgor covenants and agrees that it will have like title to and right to pledge to the Security Trustee any other property at any time hereafter pledged to the Security Trustee as Collateral hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that: (ai) it is the legal, record and beneficial owner of, and has have good and marketable title to, the Stock described in Section 2 hereof, subject to no Security Interest Lien (except the Security Interest Lien created by this Agreement); (bii) it has full power, authority and legal right to pledge all such Stock pursuant to this Agreement; (ciii) all the shares of such Stock have been duly and validly issued, are fully paid and nonassessable; (div) this Agreement and the delivery of the certificates evidencing the Stock to the Security Trustee accompanied by stock powers duly executed in blank by the Pledgor creates, as security for the Secured LiabilitiesObligations, a valid and enforceable perfected Security Interest Lien on all of the Collateral, in favor of the Security Trustee for Pledgee and the benefit holder of the Security Trustee, and the other Finance PartiesNotes, subject to no Security Interest Lien in favor of any other personPerson; and (ev) no consent, filing, recording or registration is required to perfect the Security Interest Lien purported to be created by this Agreement; and (vi) each of the representations and warranties contained in Section 5 of the Credit Agreement is true and correct. The Pledgor covenants and agrees that it will defend the Security TrusteePledgee's right, title and security Lien in and to the Collateral against the claims and demands of all personsPersons; and the Pledgor covenants and agrees that it will have like title to and right to pledge to the Security Trustee any other property at any time hereafter pledged to the Security Trustee Pledgee as Collateral hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that: : (ai) it It is the legal, record and beneficial owner of, and has good and marketable title to, the Stock described in Section 2 hereof, subject to no Security Interest Encumbrance (except the Security Interest Encumbrance created by this Agreement); ; (bii) it It has full power, authority and legal right to pledge Pledge all such Stock pursuant to this Agreement; ; (ciii) all All the shares of such Stock have been duly and validly issued, are fully paid and nonassessable; ; (div) this This Agreement and the delivery of the certificates evidencing the Stock to the Security Trustee accompanied by stock powers duly executed in blank by the Pledgor creates, as security for the Secured LiabilitiesObligations, a valid and enforceable perfected Security Interest Encumbrance on all of the Collateral, in favor of the Security Trustee Pledgee for the benefit of the Security Trustee, and the other Finance PartiesPledgee, subject to no Security Interest Encumbrance in favor of any other person; and Person; (ev) no No consent, filing, recording or registration is required to perfect the Security Interest Encumbrance purported to be created by this Agreement; and (vi) Each of the representations and warranties contained in the Credit Agreement and the Credit Documents is true and correct. The Pledgor covenants and agrees that it will defend the Security TrusteePledgee's right, title and security Encumbrance in and to the Collateral against the claims and demands of all personsany third parties; and the Pledgor covenants and agrees that it will have like title to and right to pledge to the Security Trustee any other property at any time hereafter pledged to the Security Trustee Pledgee as Collateral hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR. The Pledgor represents and warrants that: (ai) it is the legal, record and beneficial owner of, and has good and marketable title to, the Stock described in Section 2 hereof, subject to no Security Interest Lien (except the Security Interest Liens created by this AgreementAgreement and other Permitted Liens); (bii) it has full power, authority and legal right to pledge all such Stock pursuant to this Agreement; (ciii) all the shares of such Stock have been duly and validly issued, are fully paid and nonassessable; (div) this Agreement and the delivery of the certificates evidencing the Stock to the Security Trustee accompanied by stock powers duly executed in blank by the Pledgor creates, creates as security for the Secured Liabilities, Obligations a valid and enforceable perfected Security Interest on all of the Collateral, Lien in favor of the Security Trustee Agent for the benefit of the Security Trustee, and Funds of first priority on all of the other Finance Parties, Collateral superior to all Liens (subject to no Security Interest the priority rights of holders of Permitted Liens of the types described in favor of any other person; clauses (c) and (ei) of Section 4.1 of the Secured Notes and any extension, renewal or replacement thereof to the extent permitted by Section 4.1(k) of the Secured Notes); (v) no consent, filing, recording or registration is required to perfect the Security Interest Lien purported to be created by this Agreement; and (vi) each of the representations and warranties contained in Section 2 of each Secured Note is true and correct. The Pledgor covenants and agrees that it will defend the Security TrusteeAgent's right, title and security Lien in and to the Collateral against the claims and demands of all personsPersons; and the Pledgor covenants and agrees that it will have like title to and right to pledge to the Security Trustee any other property at any time hereafter pledged to the Security Trustee Agent as Collateral hereunder.