Common use of Valid Title; No Liens; No Restrictions Clause in Contracts

Valid Title; No Liens; No Restrictions. Each Debtor is the legal and beneficial owner of the Pledged Shares, free and clear of any Lien (other than the Liens created by this Agreement or by the Escalate Subordinated Debt Documents), and such Debtor has not sold, granted any option with respect to, assigned, transferred or otherwise disposed of any of its rights or interest in or to the Pledged Shares. None of the Pledged Shares are subject to any contractual or other restrictions upon the pledge or other transfer of such Pledged Shares, other than those imposed by securities laws generally, by this Agreement or by the Escalate Subordinated Debt Documents. No issuer of Pledged Shares is party to any agreement granting “control” (as defined in Section 8-106 of the UCC) of such Debtor’s Pledged Shares to any third party other than this Agreement and the Escalate Subordinated Debt Documents. All such Pledged Shares are held by each Debtor directly and not through any securities intermediary.