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.
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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.
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