Common use of Representations and Warranties Certain Covenants Clause in Contracts

Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below). (b) Pledgor covenants that: (i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and (ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder. (c) Pledgor may, upon thirty (30) days prior notice to Secured Party, transfer a part of the Pledged Collateral to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.

Representations and Warranties Certain Covenants. (a) Pledgor hereby represents and warrants that Pledgor is the legal and equitable owner of the Pledged Collateral free and clear of all liens, charges, encumbrances and security interests of every kind and nature, other than Permitted Encumbrances (as defined below). (b) Pledgor covenants that: (i) except for the Security Interest granted hereby and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and (ii) Pledgor shall advise the Secured Party promptly, in reasonable detail, of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder. (c) Pledgor may, upon thirty (30) days prior notice to Secured Party, transfer a part of the Pledged Collateral to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.

Representations and Warranties Certain Covenants. Pledgor hereby represents, warrants and covenants to and with Pledgee that: (a) Pledgor hereby represents (i) is and warrants that Pledgor is will at all times during the legal term hereof continue to be the direct owner, beneficially and equitable owner of record, of the Pledged Securities Collateral free and clear of all liens, charges, encumbrances Liens (except for the Lien and security interests interest of every kind Pledgee pursuant to this Pledge Agreement and natureof Oxford with respect to the Oxford Lien, if any), (ii) has made and will make no assignment, pledge, hypothecation, transfer or any disposition of, or create any Lien or other security interest in, the Securities Collateral (other than Permitted Encumbrances pursuant to the Oxford Lien and) and (as defined below)iii) will cause any and all Securities Collateral, whether for value paid by Pledgor or otherwise, to be forthwith deposited with Pledgee and pledged and assigned hereunder, subject to the rights of Oxford with respect to the Oxford Lien, if any; provided, however, that upon release of the Oxford Lien, Pledgor agrees promptly to deliver, or cause to be delivered, to Pledgee any and all Securities Collateral together with any and all other certificates, instruments or documents representing or relating to transfer, possession or control of any of the Securities Collateral reasonably requested by and satisfactory to Pledgee. (b) Pledgor covenants that: (i) except for has good and indefeasible title, right and legal authority to enter into this Pledge Agreement and to pledge the Security Interest granted Securities Collateral in the manner hereby done or contemplated and the security interests permitted under or otherwise contemplated hereby ("Permitted Encumbrances"), Pledgor will not create, assume, incur or permit to exist or to be created, assumed or incurred, directly, or indirectly, any lien of any kind on, or any repurchase agreement with respect to, the Pledged Collateral, and will defend the Pledged Collateral against, and take such action as is necessary to remove, any such lien, and will defend the Security Interest against the claims and demands of all persons; and (ii) Pledgor shall advise the Secured Party promptlywill defend its title or interest thereto or therein against any and all attachments, in reasonable detailLiens, claims, security interests or other impediments of any lien or claim made or asserted against any of the Pledged Collateral; and of the occurrence of any other event which would have a material adverse effect on the enforceability of the Security Interest created hereunder.nature; (c) Pledgor may, upon thirty (30) days prior notice no consent or approval of any governmental authority or other person or entity was or is necessary to Secured Party, transfer a part the validity of the Pledged Collateral pledge effected pursuant to one or more persons if: (i) the person(s) acquiring such Pledged Collateral grant(s) to the Secured Party a pledge of such Pledged Collateral, on terms and conditions reasonably acceptable to the Secured Party; (ii) the ownership of such Pledged Collateral by such person(s) would not cause Pledgor to breach any of his covenants set forth herein or cause any Event of Default (or event that with giving of notice, lapse of time or both could constitute an Event of Default); and (iii) each such person is otherwise reasonably acceptable to the Secured Party. Pledgor shall not otherwise transfer, or consent to the transfer of, any of the Pledged Collateral.this Pledge Agreement;