Common use of WARRANTIES AND COVENANTS OF PLEDGOR Clause in Contracts

WARRANTIES AND COVENANTS OF PLEDGOR. The Pledgor hereby warrants to Secured Party and covenants and agrees with Secured Party as follows: (a) That Pledgor is the sole legal and equitable owner and holder of the Collateral; that Pledgor has the authority to execute this Agreement; and that this Agreement constitutes the legal, valid and binding obligation of Pledgor. (b) That Pledgor has not heretofore transferred, assigned, pledged, hypothecated or granted any security interest in all or any portion of the Collateral; that Pledgor has full right and power to make the transfer, pledge and assignment and grant the security interest granted hereby; (c) That Pledgor has received direct benefit from the loan evidenced by the Note; and that the pledge of the Collateral hereunder was a condition to the granting of such loan; (d) That Pledgor shall, at Pledgor's sole cost and expense, execute and deliver any financing statements or other documents which Secured Party reasonably requests to protect or perfect the assignment, pledge, transfer and grant of the security interest made herein; (e) That Secured Party shall not be responsible in any way for any depreciation in the value of the Collateral nor have any duty or responsibility whatsoever to take any steps to preserve any rights of Pledgor in the Collateral; (f) That Pledgor shall not sell, mortgage, hypothecate, assign or otherwise transfer the Collateral or any portion thereof without the prior written consent of Secured Party; (g) That the Collateral (if the same is securities) is validly issued and outstanding, fully paid and non-assessable, and not issued in violation of any preemptive rights of any person or of any agreement by which the issuer or obligor thereof, or Pledgor, is bound (or without the consent of other parties to such an agreement); and (h) That should the Collateral, or any part thereof, ever be in any manner converted by the Pledgor or otherwise into another type of property or any dividends, money or other proceeds ever be paid or delivered to the Pledgor as a result of the Pledgor's rights in the Collateral then in any such event, all such property, dividends, money and other proceeds shall become part of the Collateral assigned hereunder, and the Pledgor covenants forthwith to pay or deliver to the Secured Party all of the same which is susceptible of delivery and, at the same time, if the Secured Party deems it necessary and so requests, the Pledgor will properly endorse or assign the same in such manner as may be directed by the Secured Party.

WARRANTIES AND COVENANTS OF PLEDGOR. The Pledgor hereby warrants to Secured Party and covenants and agrees with Secured Party as follows: (a) That Pledgor is the sole legal and equitable owner and holder of the CollateralGeneral Partnership Interest; that Pledgor it has the authority to execute this Security Agreement; and that this Security Agreement constitutes the legal, valid and binding obligation of Pledgor.; (b) That That, as of the date hereof, Pledgor has not heretofore transferred, assigned, pledged, hypothecated or granted any security interest in all or any portion of the Collateral; that Pledgor it has full right and power to make the transfer, pledge and assignment and grant the security interest granted hereby; and that this instrument is effective to accomplish such transfer, pledge, assignment and grant; (c) That Pledgor has received direct benefit from the loan evidenced by the Note; and that the pledge of the Collateral hereunder was a condition to the granting of such loan; (d) That Pledgor shall, at Pledgor's its sole cost and expense, execute and deliver any financing statements or other documents which Secured Party reasonably requests to protect or perfect the assignment, pledge, transfer and grant of the security interest made herein; (ed) That Secured Party shall not be responsible in any way for any depreciation in the value of the Collateral nor have any duty or responsibility whatsoever to take any steps to preserve any rights of Pledgor in the Collateral;; and (fe) That Pledgor shall not sell, mortgage, hypothecate, assign or otherwise transfer any portion of or interest in the Collateral or any portion thereof without the prior written consent of Secured Party; (g) That the Collateral (if the same is securities) is validly issued and outstanding, fully paid and non-assessable, and not issued in violation of any preemptive rights of any person or of any agreement by which the issuer or obligor thereof, or Pledgor, is bound (or without the consent of other parties to such an agreement); and (h) That should the Collateral, or any part thereof, ever be in any manner converted by the Pledgor or otherwise into another type of property or any dividends, money or other proceeds ever be paid or delivered to the Pledgor as a result of the Pledgor's rights in the Collateral then in any such event, all such property, dividends, money and other proceeds shall become part of the Collateral assigned hereunder, and the Pledgor covenants forthwith to pay or deliver to the Secured Party all of the same which is susceptible of delivery and, at the same time, if the Secured Party deems it necessary and so requests, the Pledgor will properly endorse or assign the same in such manner as may be directed by the Secured Party.

WARRANTIES AND COVENANTS OF PLEDGOR. The Pledgor hereby warrants to Secured Party and represents, warrants, covenants and agrees with Secured Party as followsthat: (a) That Pledgor is the sole legal and equitable owner and holder of the Collateral; that Pledgor has the authority to execute this Agreement; and that this Agreement constitutes the legal, valid and binding obligation of Pledgor. (b) That Pledgor has not heretofore transferred, assigned, pledged, hypothecated or granted any security interest in all or any portion of the Collateral; that Pledgor has full right and power to make the transfer, pledge and assignment and grant A. Except for the security interest granted hereby, Pledgor is the legal and beneficial owner of the Collateral free of any adverse claim, lien, mortgage, pledge, security interest or other encumbrance, or right or option on the part of any third party to purchase or otherwise acquire the Collateral or any part thereof; and Pledgor will defend the Collateral against all claims and demands of all parties at any time claiming the same or an interest therein; (c) That Pledgor has received direct benefit from the loan evidenced by the Note; and that the B. The pledge of the Collateral hereunder was pursuant to this Agreement and the performance of the actions required to perfect such security interests creates a condition valid and perfected first priority security interest in the Collateral and the proceeds thereof in favor of Secured Party, securing the payment of the Obligations; C. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body in regard to the granting of such loan; Pledgor is required (di) That for the pledge by Pledgor shall, at Pledgor's sole cost and expense, execute and deliver any financing statements or other documents which Secured Party reasonably requests to protect or perfect the assignment, pledge, transfer and grant of the security interest made herein; (e) That Secured Party shall not be responsible in any way for any depreciation in the value of the Collateral nor have pursuant to this Agreement or for D. No part of the proceeds received by Pledgor from the Loans made under the Loan Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying, or for payment in full or in part of indebtedness which was incurred for the purpose of purchasing or carrying, any duty or responsibility whatsoever to take "margin stock," as such term is defined in Regulation U of the Federal Reserve Board. No part of the proceeds received by Pledgor from the loans made under the Loan Agreement will be used for any steps to preserve any rights purpose which violates Regulation X of Pledgor in the CollateralFederal Reserve Board; E. The Pledged Securities constituting stock are duly authorized, validly issued, fully paid and non-assessable, and none of such shares has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject. There are no options, warrants, calls or commitments of any character relating to the Pledged Securities; F. The Pledged Securities constituting stock constitute 100% of the issued and outstanding shares of common stock of the Subsidiaries of the Pledgor now owned by the Pledgor. Pledgor agrees that it will (fi) That to the best of its ability, cause its Subsidiaries not to issue any stock, other securities or other ownership interest in addition to or in substitution for the shares of stock comprising Pledged Securities, except to the Secured Party, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock, other securities or other ownership interests of each issuer of Pledged Securities, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock, other securities, or other ownership interests of any entity which, after the date of this Agreement, becomes a Subsidiary of Pledgor; G. Except as provided under Section 3.M below, Pledgor shall will not sellsell or offer to sell or otherwise transfer, pledge, mortgage, hypothecate, assign dispose of or otherwise transfer encumber the Collateral or any portion thereof interest therein without the prior written consent of Secured Party; (g) That H. Pledgor will keep the Collateral (if free from any and all adverse liens, mortgages, pledges, claims, security interests and other encumbrances; I. Pledgor will pay to Secured Party all expenses and expenditures, including reasonable attorney's fees and legal expenses, incurred or paid by Secured Party in preparation, negotiation, administration or enforcement of this Agreement. Pledgor agrees to pay interest on such amounts at the Default Rate from the date such are incurred by Secured Party until the date same is securities) is validly issued and outstandingare paid by Pledgor; J. The security interest granted hereby shall in no way be affected by any indulgence or indulgences, fully paid and non-assessableextension or extensions, and not issued change or changes in violation the form, evidence, maturity, rate of interest or otherwise of any preemptive rights of the Obligations, nor by want of K. [Intentionally Omitted] L. Secured Party shall have the power to endorse and is hereby appointed Pledgor's agent for the purpose of endorsing in the name of Pledgor any person instrument or document constituting Collateral or which may be received in payment or as proceeds of any agreement by which the issuer or obligor thereof, or Pledgor, is bound (or without the consent of other parties to such an agreement); and (h) That should the Collateral; M. In the event Pledgor shall receive any monies, or any part thereofincome, ever be in any manner converted by the Pledgor or otherwise into another type of property or any interest, cash dividends, money liquidating dividends, stock dividends, new securities or other benefits or proceeds ever be paid attributable or delivered accruing to the Pledgor as a result will hold the same in trust for the benefit of Secured Party and will not commingle the Pledgor's rights same with any other property or monies of Pledgor and will immediately deliver or otherwise transfer the same to Secured Party in the Collateral then in same form as so received (with any such event, all such property, dividends, money and other proceeds shall become necessary endorsement) to be held as part of the Collateral assigned hereunderprovided, however, so long as an Event of Default is then continuing, Pledgor may, free of any lien or security interest created hereby, receive, retain and use all moneys and cash dividends as it would any other cash payment it otherwise receives; N. Secured Party shall never be liable for its failure to give notice to Pledgor of default in the payment of or upon the Collateral. Secured Party shall have no duty to fix or preserve rights against prior parties to the Collateral, which Pledgor hereby assumes to do, and shall never be liable for its failure to use diligence to collect any amount payable in respect to the Collateral, but shall be liable only to account to Pledgor covenants forthwith for what it may actually collect or receive thereon. The powers conferred on Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Without limiting the foregoing, it is specifically understood and agreed that Secured Party shall have no responsibility for ascertaining any maturities or similar matters relating to any of the Collateral or for informing Pledgor with respect to any of such matters (irrespective of whether Secured Party actually has, or may be deemed to have, knowledge thereof). Should Secured Party elect to collect any amounts to which Pledgor is entitled under the Collateral or take any other action to protect or preserve Pledgor's interest therein, Pledgor releases Secured Party from any claim or claims for loss or damage arising from any act or omission in connection therewith; O. Pledgor agrees to pay or deliver prior to the Secured Party delinquency all of the same which is susceptible of delivery andtaxes, at the same timegovernmental charges, liens and assessments which, if unpaid, would become a lien against the Secured Party deems it necessary and so requestsCollateral, the Pledgor will properly endorse or assign the same in except such manner as may be directed contested in good faith and as to which adequate reserves have been provided for the payment thereof if required by generally accepted accounting principles, and upon the failure of the Pledgor to do so Secured Party.Party at its option may pay any of same for the account of Pledgor; and