Common use of Warranty of Title; Authority Clause in Contracts

Warranty of Title; Authority. Each Pledgor hereby represents and warrants that: (a) such Pledgor has good and marketable title to, and is the sole record and beneficial owner of, the Securities described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted Liens, (b) all of the Securities described in §1 are validly issued, fully paid and non-assessable, (c) each Pledgor has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of any Pledgor’s or any Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor or such Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Securities is true, correct and complete in all respects. Each Pledgor covenants that it will defend the rights of the Secured Party and security interest of the Secured Party in such Securities against the claims and demands of all other Persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Party.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Stock described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted LiensAgreement, (b) all of the Securities Stock described in §1 are is validly issued, fully paid and non-assessable, (c) each Pledgor the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of any Pledgor’s or any Subsidiarythe Company’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor or such Subsidiary the Company is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects. Each Pledgor The Company covenants that it will defend the rights of the Secured Party Parties and security interest of the Administrative Agent, for the benefit of the Secured Party Parties, in such Securities Stock against the claims and demands of all other Persons persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Secured Party Administrative Agent hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured PartyParties.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is the sole record and beneficial owner of, the Securities Equity Interests described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted LiensLiens (as defined in the Security Agreement), (b) all each of the Securities Equity Interests described in §1 are is validly issued, fully paid and non-assessable, (c) each Pledgor the Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene in any material respect any law, rule or regulation or any provision of any Pledgorthe Company’s or any Subsidiary’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor the Company or such any Subsidiary is a party or by which it or any of its property is bound or affected or constitute a default thereunder, and (d) the information set forth in Annex A hereto relating to the Securities Equity Interests is true, correct and complete in all respects. Each Pledgor The Company covenants that it will defend the rights of the Secured Party and security interest of the Secured Party in such Securities Equity Interests against the claims and demands of all other Persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Party.

Warranty of Title; Authority. Each Pledgor The Company hereby represents and warrants that: (a) such Pledgor the Company has good and marketable title to, and is to the sole record and beneficial owner of, the Securities Stock described in §1ss.1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted LiensAgreement, (b) all of the Securities described in §1 are validly issued, fully paid and non-assessable, (c) each Pledgor Company has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of any Pledgor’s or any Subsidiary’s the Company's charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor or such Subsidiary the Company is a party or by which it or any of its property is bound or affected or constitute a default default; thereunder, and (dc) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects. Each Pledgor The Company covenants that it will defend the Lender's rights of the Secured Party and security interest of the Secured Party in such Securities Stock against the claims and demands of all other Persons persons whomsoever. Each Pledgor The Company further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Stock Collateral hereafter pledged or in which a security interest is granted to the Secured Party Lender hereunder and will likewise defend the Lender's rights, pledge and security interest thereof and therein of the Secured Partytherein.

Warranty of Title; Authority. Each Pledgor The Borrower hereby represents and warrants that: : (a) such Pledgor the Borrower has good and marketable title to, and is to the sole record and beneficial owner of, the Securities Stock described in §1, subject to no pledges, liens, security interests, charges, options, restrictions or other encumbrances except the pledge and security interest created by the Security Agreement and this Agreement and Permitted Liens, Agreement, (b) all of the Securities described in §1 are validly issued, fully paid and non-assessable, (c) each Pledgor Borrower has full power, authority and legal right to execute, deliver and perform its obligations under this Agreement and to pledge and grant a security interest in all of the Securities Stock Collateral pursuant to this Agreement, and the execution, delivery and performance hereof and the pledge of and granting of a security interest in the Securities Stock Collateral hereunder have been duly authorized by all necessary corporate or other action and do not contravene any law, rule or regulation or any provision of any Pledgor’s or any Subsidiarythe Borrower’s charter documents or by-laws or of any judgment, decree or order of any tribunal or of any agreement or instrument to which such Pledgor or such Subsidiary the Borrower is a party or by which it or any of its property is bound or affected or constitute a default thereunderunder any of the foregoing, and (dc) the information set forth in Annex A hereto relating to the Securities Stock is true, correct and complete in all respects. Each Pledgor The Borrower covenants that it will defend the Lender’s rights of the Secured Party and security interest of the Secured Party in such Securities Stock against the claims and demands of all other Persons whomsoever. Each Pledgor further covenants that it will have the like title to and right to pledge and grant a security interest in the Securities Collateral hereafter pledged or in which a security interest is granted to the Secured Party hereunder and will likewise defend the rights, pledge and security interest thereof and therein of the Secured Party.persons -2-