Common use of Representations, Warranties, Covenants and Waivers Clause in Contracts

Representations, Warranties, Covenants and Waivers. Borrower hereby covenants, represents and warrants with and to Lender that (all of such covenants, representations and warranties being continuing in nature so long as any of the Obligations are outstanding): 3.1 There are no material documents or agreements between Collateral Loan Obligors and Borrower relating to the Pledged Loan except the Pledged Note, the Pledged Deed of Trust and any other documents which have been delivered to Lender. 3.2 To the best of Borrower’s knowledge, the Pledged Property is directly, legally and beneficially owned by Borrower free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description except for the first and prior pledge and security interest with respect thereto in favor of Lender, and no participations in the Pledged Property have been granted or promised by Borrower to any third party. 3.3 The Pledged Property is not subject to any restrictions relative to the transfer thereof, and Borrower has the right to transfer and hypothecate the Pledged Property free and clear of any liens, encumbrances or restrictions except as otherwise provided herein. 3.4 The Pledged Property is duly and validly pledged to Lender, and no consent or approval of any other third party was or is necessary to the validity and enforceability of this Pledge. 3.5 Borrower authorizes Lender to (i) store, deposit and safeguard the Pledged Property; (ii) after the occurrence and during the continuation of an Event of Default, perform any and all other acts which Lender in good xxxxx xxxxx reasonable and/or necessary for the protection and preservation of Lender’s security interest in the Pledged Property, including, without limitation, transferring, or arranging for the transfer of the Pledged Property to or in Lender’s own name and receiving the income therefrom as additional collateral for the Obligations; and (iii) pay any charges or expenses which Lender deems necessary for the foregoing purposes, but without any obligation to do so. Any obligation of Lender for reasonable care for the Pledged Property in Lender’s possession shall be limited to the same degree of care which Lender uses for similar property owned by Lender. 3.6 Borrower will pay all charges and assessments of any nature against the Pledged Property or with respect hereto prior to said charges and/or assessments being delinquent. 3.7 Borrower shall promptly reimburse Lender on demand, together with interest at the rate provided in the Note, for any charges, assessments or expenses paid or incurred by Lender in its discretion for the protection and preservation and maintenance of the Pledged Property and the enforcement of Lender’s rights hereunder, including, without limitation, reasonable attorneys’ fees and legal expenses incurred by Lender in seeking to protect, collect or enforce its rights in the Pledged Property or otherwise hereunder. 3.8 Borrower shall furnish Lender with such information concerning Obligor and the Pledged Property that has been delivered by Obligor to Borrower, as Lender may from time to time request, including, without limitation, current financial statements of Obligor or status of any foreclosure proceeding. 3.9 Except as otherwise contemplated by the Loan Agreement with respect to the removal of Pledged Loans included in the Borrowing Base at Borrower’s request, during the term of this Pledge, Borrower shall not directly or indirectly sell, assign, transfer, grant participation in or otherwise dispose of, or grant any option with respect to the Pledged Property included in the Borrowing Base, nor shall Borrower create, incur or (to the extent under Borrower’s control) permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property included in the Borrowing Base; provided that Borrower shall be permitted to sell Pledged Loans to third parties in arm-length transactions in the ordinary course of its business. 3.10 During the term of this Pledge, Borrower shall not materially modify, extend, or renew any terms of the Pledged Property, or release the lien of the Pledged Property without the prior consent of Lender, such consent not to be unreasonably withheld or delayed, except as otherwise contemplated by Section 5.2 of the Loan Agreement; provided that if such Pledged Property is included in the Borrowing Base, Borrower shall give Lender at least three Business Days’ prior written notice of any modification, extension or renewal. Borrower shall promptly provide Lender written notice and a copy of any amendment, modification or waiver made with respect to the Pledged Property. 3.11 Borrower shall reasonably perform such further reasonable acts and execute such additional reasonable instruments as are reasonably required by Lender to effectuate and implement this Pledge and the provisions hereof. 3.12 Borrower waives (i) the defense of the statute of limitations in any action upon any of the Obligations; and (ii) any right of subrogation or interest in the Obligations or Pledged Property until all Obligations have been indefeasibly paid in full. Lender is entitled to all of the benefits of a secured party set forth in Section 47-9207 of the UCC. 3.13 Collateral Loan Obligor is the sole obligor under the applicable Pledged Note. 3.14 The Pledged Note and the Pledged Deed of Trust and each of the Additional Pledged Loan Documents are currently in full force and effect in accordance with their terms and are the only agreements between the parties thereto pertaining to the indebtedness described in the Pledged Note; and the security interest in and lien upon the Real Property created by the Pledged Deed of Trust is valid and enforceable. 3.15 Neither Borrower nor Obligor is in breach or default of their obligations under any terms or conditions of the Pledged Note, Pledged Deed of Trust or any of the Additional Pledged Loan Documents beyond all applicable notice and cure periods. 3.16 Borrower hereby confirms and agrees that there have been no material changes, additions, modifications or amendments to the Pledged Notes, Pledged Deeds of Trust or any of the Additional Pledged Loan Documents; provided that if such Pledged Property is included in the Borrowing Base, Borrower shall deliver evidence of such change, addition or modification to Lender as set forth in Section 3.10 hereto. 3.17 To Borrower’s knowledge, Obligor has no defense, charge, claim of offset, or other claims under the Pledged Note, Pledged Deed of Trust or any of the Additional Pledged Loan Documents, or otherwise, against payments due or to become due thereunder. 3.18 Borrower will execute an Allonge for the Pledged Note which is to be attached to the Pledged Note, and Borrower has delivered to Lender the Pledged Note.

Representations, Warranties, Covenants and Waivers. Borrower Pledgor hereby covenants, represents and warrants with and to Lender Pledgee that (all of such covenants, representations and warranties being continuing in nature so long as any of the Obligations are outstanding): 3.1 There (a) The Pledged Securities are no material documents duly authorized, validly issued, fully paid and nonassessable securities of the Issuer, and are not registered, nor has Pledgee authorized the registration thereof, in the name of any person or agreements between Collateral Loan Obligors and Borrower relating to the Pledged Loan except the Pledged Note, the Pledged Deed of Trust and any entity other documents which have been delivered to Lenderthan Pledgor or Pledgee. 3.2 To the best of Borrower’s knowledge, the (b) The Pledged Property is directly, legally and beneficially owned by Borrower Pledgor free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description except for the first and prior pledge and security interest with respect thereto in favor of LenderPledgee, and no participations the lien priority of Lender's security interest herein granted is and shall be senior to all other security interests and liens in the Pledged Property have been granted or promised by Borrower to any third partyProperty. 3.3 (c) The Pledged Property is not subject to any restrictions relative to the transfer thereof, except as noted on the certificates evidencing the Pledged Securities and, except as so noted and Borrower provided, Pledgor has the right to transfer and hypothecate the Pledged Property free and clear of any liens, encumbrances or restrictions except as otherwise provided herein. 3.4 The (d) Except as provided in Subsection 3(c) above, the Pledged Property is duly and validly pledged to LenderPledgee, and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party was or is necessary to the validity and enforceability of this PledgePledge Agreement. 3.5 Borrower (e) Pledgor authorizes Lender Pledgee to (i) store, deposit and safeguard the Pledged Property; , (ii) after the occurrence and during the continuation of an Event of Default, perform any and all other acts which Lender Pledgee in good xxxxx xxxxx reasonable and/or necessary for the protection and preservation of Lender’s the Pledged Property or its value or Pledgee's security interest in the Pledged Propertytherein, including, without limitation, transferring, registering or arranging for the transfer or registration of the Pledged Property to or in Lender’s Pledgee's own name and receiving the income therefrom as additional collateral for the Obligations; Obligations and (iii) pay any charges or expenses which Lender Pledgee reasonably deems necessary for the foregoing purposes, but without any obligation to do so. Any obligation of Lender Pledgee for reasonable care for the Pledged Property in Lender’s Pledgee's possession shall be limited to the same degree of care which Lender Pledgee uses for similar property owned by LenderPledgee. 3.6 Borrower (f) Pledgor will pay all charges and assessments of any nature against the Pledged Property or with respect hereto prior to said charges and/or assessments being delinquent. 3.7 Borrower (g) Pledgor shall promptly reimburse Lender Pledgee on demand, together with interest at the rate provided in the Noteother Loan Documents, for any charges, assessments or expenses paid or incurred by Lender Pledgee in its reasonable discretion for the protection and preservation and maintenance of the Pledged Property and the enforcement of Lender’s Pledgee's rights hereunder, including, without limitation, reasonable attorneys’ ' fees and legal expenses (whether of outside counsel or the allocated costs of Pledgee's in-house counsel and staff) incurred by Lender Pledgee in seeking to protect, collect or enforce its rights in the Pledged Property or otherwise hereunder. 3.8 Borrower (h) Pledgor shall furnish Lender Pledgee with such information concerning Obligor and the Pledged Property that has been delivered by Obligor to Borrower, as Lender Pledgee may from time to time reasonably request, including, without limitation, current financial statements of Obligor or status of any foreclosure proceedingstatements. 3.9 Except as otherwise contemplated by (i) During the Loan Agreement term of this Pledge Agreement, if Pledgor shall receive, have registered in its name or become entitled to receive or acquire or have registered in its name any stock certificate, option or warrant with respect to the removal Pledged Property (including, without limitation, any certificate representing a dividend on or a distribution or exchange of or in connection with any reclassification of the Pledged Loans included Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property or otherwise, then, Pledgor agrees to accept same as Pledgee's agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee's agent or bailee in the Borrowing Base form received, with the endorsement(s) of Pledgor where necessary and/or duly executed appropriate powers and/or assignments, to be held by Pledgee or Pledgee's agent or bailee subject to the terms hereof. If any of the foregoing is at Borrower’s requestany time in uncertificated form, during Pledgor shall register same with the Pledgee's security interest noted therein, as further security for the Obligations. (j) During the term of this PledgePledge Agreement, Borrower Pledgor shall not directly or indirectly sell, assign, transfer, grant participation in or otherwise dispose of, or grant any option with respect to the Pledged Property included in the Borrowing BaseProperty, nor shall Borrower Pledgor create, incur or (to the extent under Borrower’s control) permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property included in the Borrowing Base; provided that Borrower shall be permitted to sell Pledged Loans to third parties in arm-length transactions in the ordinary course of its businessProperty. 3.10 During (k) So long as no Event of Default (as hereinafter defined) has occurred, Pledgor shall have the term of this Pledge, Borrower shall not materially modify, extend, or renew any terms of the Pledged Property, or release the lien of the Pledged Property without the prior consent of Lender, such consent not right to be unreasonably withheld or delayed, except as otherwise contemplated by Section 5.2 of the Loan Agreement; provided that if such Pledged Property is included in the Borrowing Base, Borrower shall give Lender at least three Business Days’ prior written notice of any modification, extension or renewal. Borrower shall promptly provide Lender written notice vote and a copy of any amendment, modification or waiver made exercise all corporate rights with respect to the Pledged PropertySecurities except as expressly prohibited herein. 3.11 Borrower (l) Pledgee may notify Issuer or the appropriate transfer agent of the Pledged Securities to register the security interest and pledge granted herein and honor the rights of Pledgee with respect thereto. (m) Pledgor shall reasonably perform such further reasonable acts and execute such additional reasonable instruments as are reasonably required by Lender Pledgee to effectuate and implement this Pledge Agreement and the provisions hereof. 3.12 Borrower waives (in) No action has been taken or is being taken by or is currently planned by Pledgor, or any agent acting on its behalf which would cause this Pledge Agreement, the defense Obligations or other Loan Documents to violate Regulation U or any other regulation of the statute Board of limitations in any action upon any Governors of the Obligations; Federal Reserve System, the Securities and Exchange Act of 1934 or any other applicable law or regulation, in each case as now in effect or as the same may hereafter be amended or supplemented. Pledgor is not in the business of extending credit for the purpose of purchasing or carrying margin stocks or other securities. (iio) Pledgor waives any right of subrogation or interest in the Obligations or Pledged Property until all Obligations have been indefeasibly paid in full. Lender Pledgee is entitled to all of the benefits of a secured party set forth in Section 47-9207 Sections 9201 et seq. of the UCCPennsylvania Uniform Commercial Code. 3.13 Collateral Loan Obligor is the sole obligor under the applicable Pledged Note. 3.14 The Pledged Note and the Pledged Deed of Trust and each of the Additional Pledged Loan Documents are currently in full force and effect in accordance with their terms and are the only agreements between the parties thereto pertaining to the indebtedness described in the Pledged Note; and the security interest in and lien upon the Real Property created by the Pledged Deed of Trust is valid and enforceable. 3.15 Neither Borrower nor Obligor is in breach or default of their obligations under any terms or conditions of the Pledged Note, Pledged Deed of Trust or any of the Additional Pledged Loan Documents beyond all applicable notice and cure periods. 3.16 Borrower hereby confirms and agrees that there have been no material changes, additions, modifications or amendments to the Pledged Notes, Pledged Deeds of Trust or any of the Additional Pledged Loan Documents; provided that if such Pledged Property is included in the Borrowing Base, Borrower shall deliver evidence of such change, addition or modification to Lender as set forth in Section 3.10 hereto. 3.17 To Borrower’s knowledge, Obligor has no defense, charge, claim of offset, or other claims under the Pledged Note, Pledged Deed of Trust or any of the Additional Pledged Loan Documents, or otherwise, against payments due or to become due thereunder. 3.18 Borrower will execute an Allonge for the Pledged Note which is to be attached to the Pledged Note, and Borrower has delivered to Lender the Pledged Note.

Representations, Warranties, Covenants and Waivers. Borrower Each of Pledgors hereby covenants, represents and warrants with and to Lender Agent that (all of such covenants, representations and warranties being continuing in nature so long as any of the Guaranteed Obligations are outstanding): 3.1 There (a) The Pledged Securities of each Pledgor are no material documents duly authorized, validly issued, fully paid and nonassessable securities of each Issuer; and are not registered, nor has any Pledgor or agreements between Collateral Loan Obligors Issuer authorized the registration thereof, in the name of any person or entity other than such Pledgor or Agent; and, except as otherwise shown in Exhibit "A" hereto, constitute all issued and Borrower relating to the Pledged Loan except the Pledged Note, the Pledged Deed outstanding shares of Trust and any other documents which have been delivered to Lendersuch Issuer. 3.2 To the best of Borrower’s knowledge, the (b) The Pledged Property of each Pledgor is directly, legally and beneficially owned by Borrower such Pledgor free and clear of all claims, liens, pledges and encumbrances of any kind, nature or description except for the first and prior pledge and security interest with respect thereto in favor of Lender, Agent and no participations in the Pledged Property have been granted or promised by Borrower to any third partyrestrictions under applicable securities law. 3.3 (c) The Pledged Property is not subject to any restrictions relative to the pledge or transfer thereof, except as noted on the certificates evidencing the Pledged Securities, and Borrower each Pledgor has the right to transfer and hypothecate the Pledged Property of such Pledgor free and clear of any liens, encumbrances or restrictions except as otherwise provided hereinherein and restrictions under applicable securities law. 3.4 (d) The Pledged Property is duly and validly pledged to Lender, Agent and no consent or approval of any governmental or regulatory authority or of any securities exchange or the like, nor any consent or approval of any other third party party, was or is necessary to the validity and enforceability of this PledgePledge Agreement. 3.5 Borrower (e) Pledgor authorizes Lender Agent to (i) store, deposit and safeguard control the Pledged Property; , (ii) after perform any and all other acts which Agent in good faitx xxxxx xxxsonable and/or necessary for the occurrence protection and preservation of the Pledged Property or its value or Agent's security interest therein, including, without limitation, but only upon and during the continuation of an Event of Default, perform any and all other acts which Lender in good xxxxx xxxxx reasonable and/or necessary for the protection and preservation of Lender’s security interest in the Pledged Property, including, without limitation, transferring, registering or arranging for the transfer or registration of the Pledged Property to or in Lender’s Agent's own name and receiving the income therefrom as additional collateral for the Obligations; Guaranteed Obligations and (iii) pay any charges or expenses which Lender Agent deems necessary for the foregoing purposes, but without any obligation to do so. Any obligation of Lender Agent for reasonable care for the Pledged Property in Lender’s Agent's possession shall be limited to the same degree of care which Lender uses for similar property owned required by LenderSection 9207 of the UCC (or any comparable successor statute). 3.6 Borrower (f) Pledgor will not exercise any right under any Pledged Property which might constitute the exercise of such control by Agent so as to make the Issuer of such Pledged Property an Affiliate of Agent until after occurrence of and during the continuation of an Event of Default. (g) Pledgor will pay all charges and assessments of any nature against the Pledged Property or with respect hereto prior to said charges and/or assessments being delinquent. 3.7 Borrower (h) Pledgor shall promptly reimburse Lender Agent on demand, together with interest at the rate provided in the NoteLoan Documents, for any charges, assessments assessments, fees, and reasonable and documented out-of-pocket costs or expenses paid or incurred by Lender Agent in its discretion Permitted Discretion for the protection and protection, preservation and maintenance of the Pledged Property and the enforcement of Lender’s Agent's rights hereunder, including, without limitation, reasonable attorneys’ and documented out-of-pocket costs, attorneys fees and legal other expenses incurred by Lender Agent in seeking to protect, collect or enforce its rights in the Pledged Property or otherwise hereunder. 3.8 Borrower (i) Pledgor shall furnish Lender Agent with such information concerning Obligor Issuer and the Pledged Property that has been delivered by Obligor to Borrower, as Lender Agent may from time to time request, including, without limitation, current financial statements of Obligor or status of any foreclosure proceedingstatements. 3.9 Except as otherwise contemplated by (j) During the Loan Agreement term of this Pledge Agreement, if Pledgor shall receive, have registered in its name or become entitled to receive or acquire or have registered in its name any stock certificate, option or warrant with respect to the removal securities of Issuer (including, without limitation, any certificate representing a dividend on or a distribution or exchange of or in connection with any reclassification of the Pledged Loans included Securities) whether as an addition to, in substitution of, or in exchange for any of the Pledged Property or otherwise, such Pledgor agrees to accept same as Agent's agent, to hold same in trust for Agent and to deliver same forthwith to Agent or Agent's agent or bailee in the Borrowing Base form received, with the endorsement(s) of the applicable Pledgor where necessary or duly executed appropriate powers and/or assignments, to be held by Agent or Agent's agent or bailee. If any of the foregoing is at Borrower’s requestany time in uncertificated form, during the applicable Pledgor shall register same with Agent's security interest noted therein, as further security for the Guaranteed Obligations, and take such other actions as are necessary to create a valid and perfected first priority security interest in favor of Agent in the Pledged Securities or other Pledged Property. (k) During the term of this PledgePledge Agreement, Borrower no Pledgor shall not directly or indirectly sell, assign, transfer, grant participation in or otherwise dispose of, or grant any option with respect to the Pledged Property included in the Borrowing BaseProperty, nor shall Borrower any Pledgor create, incur or (to the extent under Borrower’s control) permit any further pledge, hypothecation, encumbrance, lien, mortgage or security interest with respect to the Pledged Property included in the Borrowing Base; provided that Borrower shall be permitted to sell Pledged Loans to third parties in arm-length transactions in the ordinary course of its business. 3.10 During the term of this Pledge, Borrower shall not materially modify, extend, or renew any terms of the Pledged Property, or release the lien of the Pledged Property without the prior consent of Lender, such consent not to be unreasonably withheld or delayed, except as otherwise contemplated permitted by Section 5.2 of the Loan Agreement. (l) So long as no Event of Default has occurred and is continuing, each Pledgor: (i) shall have the right to vote and exercise all corporate rights with respect to its Pledged Securities; provided that if such Pledged Property is included in and (ii) shall have the Borrowing Baseright to receive and collect all dividends and distributions (other than of additional securities of the Issuer, Borrower shall give Lender at least three Business Days’ prior written notice or any options or warrants with respect to securities of any modification, extension or renewal. Borrower shall promptly provide Lender written notice and a copy of any amendment, modification or waiver made the Issuer) with respect to the Pledged Securities. (m) Agent may notify each Issuer or the appropriate transfer agent of the Pledged Securities to register the security interest and pledge granted herein in the name of Agent and honor the rights of Agent with respect to the Pledged Securities and other Pledged Property. 3.11 Borrower (n) Pledgor shall reasonably perform such further reasonable acts and execute such additional reasonable instruments as are reasonably required by Lender Agent to effectuate and implement this Pledge Agreement and the provisions hereof. 3.12 Borrower (o) No action has been taken or is being taken by or is currently planned by any Pledgor, or any agent acting on its behalf, which would cause this Pledge Agreement, the Guaranteed Obligations or the Loan Documents to violate any regulation of the Securities Exchange Act of 1934 or any other applicable law or regulation, in each case as now in effect or as the same may hereafter be amended or supplemented. Pledgor is not in the business of extending credit for the purpose of purchasing or carrying margin stocks or other securities. The Pledged Property does not compose margin stock. (p) Pledgor waives (i) all rights to require Agent to proceed against any other person, entity or collateral or to exercise any remedy, or (ii) the defense of the statute of limitations in any action upon any of the Obligations; and (ii) any right of subrogation or interest in the Guaranteed Obligations or Pledged Property until all Obligations have been indefeasibly paid in fullother collateral. Lender Agent is entitled to all of the benefits of a secured party set forth in Section 47-9207 of the UCC. 3.13 Collateral Loan Obligor is the sole obligor under the applicable Pledged Note. 3.14 The Pledged Note and the Pledged Deed of Trust and each of the Additional Pledged Loan Documents are currently in full force and effect in accordance with their terms and are the only agreements between the parties thereto pertaining to the indebtedness described in the Pledged Note; and the security interest in and lien upon the Real Property created by the Pledged Deed of Trust is valid and enforceable. 3.15 Neither Borrower nor Obligor is in breach or default of their obligations under any terms or conditions of the Pledged Note, Pledged Deed of Trust UCC (or any of the Additional Pledged Loan Documents beyond all applicable notice and cure periodscomparable successor statute). 3.16 Borrower hereby confirms and agrees that there have been no material changes, additions, modifications or amendments to the Pledged Notes, Pledged Deeds of Trust or any of the Additional Pledged Loan Documents; provided that if such Pledged Property is included in the Borrowing Base, Borrower shall deliver evidence of such change, addition or modification to Lender as set forth in Section 3.10 hereto. 3.17 To Borrower’s knowledge, Obligor has no defense, charge, claim of offset, or other claims under the Pledged Note, Pledged Deed of Trust or any of the Additional Pledged Loan Documents, or otherwise, against payments due or to become due thereunder. 3.18 Borrower will execute an Allonge for the Pledged Note which is to be attached to the Pledged Note, and Borrower has delivered to Lender the Pledged Note.