WHICH PLEDGOR IS OR MAY BECOME OBLIGATED TO SELL, PLEDGE OR OTHERWISE
DISPOSE OF THE EQUITY AWARDS OR ANY OF THE PLEDGED SECURITIES; AND
2
(D)
UPON DELIVERY OF THE CERTIFICATES REPRESENTING THE PLEDGED
SECURITIES TO THE SECURED PARTY IN ACCORDANCE WITH SECTION 3 HEREOF, THE SECURED
PARTY WILL HAVE A VALID, PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE
PLEDGED SECURITIES.
6.
ADDITIONAL COVENANTS OF PLEDGOR.
PLEDGOR HEREBY FURTHER
COVENANTS TO THE SECURED PARTY THAT SO LONG AS THE TRANSITION AGREEMENT REMAINS
IN EFFECT:
(A)
PLEDGOR WILL DELIVER TO THE SECURED PARTY, FROM TIME TO TIME UPON
REQUEST OF THE SECURED PARTY, SUCH STOCK POWERS AND SIMILAR DOCUMENTS WITH
RESPECT TO THE COLLATERAL, IN FORM AND SUBSTANCE SATISFACTORY TO THE SECURED
PARTY; AND
(B)
PLEDGOR WILL NOT ASSIGN, SELL OR OTHERWISE TRANSFER, FURTHER
PLEDGE, HYPOTHECATE, OTHERWISE ENCUMBER OR DISPOSE OF ALL OR ANY PORTION OF THE
PLEDGED SECURITIES.
7.
DEFAULT.
UNDER THE TERMS OF THIS AGREEMENT, AN "EVENT OF
DEFAULT" SHALL BE DEEMED TO HAVE OCCURRED UPON THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS SO LONG AS THE TRANSITION AGREEMENT REMAINS IN EFFECT:
(A)
THE OCCURRENCE OF A DEFAULT OR BREACH BY PLEDGOR IN ITS
OBLIGATIONS OR COVENANTS PURSUANT TO SECTIONS 8, 10 OR 11 OF THE TRANSITION
AGREEMENT;
(B)
IF PLEDGOR SHALL (I) APPLY FOR OR CONSENT TO THE APPOINTMENT OF,
OR THE TAKING OF POSSESSION BY, A RECEIVER, CUSTODIAN, TRUSTEE OR LIQUIDATOR OF
ALL OR A SUBSTANTIAL PART OF HIS PROPERTY, (II) BE GENERALLY UNABLE TO PAY HIS
DEBTS AS THEY BECOME DUE, (III) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, (IV) COMMENCE A VOLUNTARY CASE UNDER THE FEDERAL BANKRUPTCY LAWS (AS
NOW OR HEREAFTER IN EFFECT), (V) CALL OR SUFFER TO BE HELD A MEETING OF HIS
CREDITORS, (VI) FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY LAW PROVIDING
FOR THE RELIEF OF DEBTORS, (VII) ENTER INTO ANY COMPOSITION, ARRANGEMENT,
CONSOLIDATION, TRUST MORTGAGE OR SIMILAR AGREEMENT WITH OR FOR THE BENEFIT OF
CREDITORS, OR (VIII) TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY OF THE
FOREGOING;
(C)
A CASE, PROCEEDING OR SIMILAR ACTION SHALL BE COMMENCED, WITH OR
WITHOUT THE APPLICATION OR CONSENT OF PLEDGOR, AS THE CASE MAY BE, SEEKING THE
LIQUIDATION OR READJUSTMENT OF PLEDGOR'S DEBTS, THE APPOINTMENT OF A TRUSTEE,
RECEIVER, CUSTODIAN, LIQUIDATOR OR THE LIKE OF PLEDGOR OR ALL OR A SUBSTANTIAL
PART OF HIS ASSETS, OR ANY SIMILAR ACTION WITH RESPECT TO PLEDGOR UNDER THE
FEDERAL BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT) OR ANY OTHER LAWS
RELATING TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, WINDING UP OR COMPOSITION OR
ADJUSTMENT OF DEBT, OR AN ORDER FOR RELIEF AGAINST PLEDGOR SHALL BE ENTERED IN
AN INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS;
(D)
THE MAKING OF ANY LEVY, DISTRAINT OR ATTACHMENT IN FAVOR OF ANY
TAXING AUTHORITY AGAINST PLEDGOR OR ANY OF HIS PROPERTY;
(E)
A BREACH OF OR DEFAULT UNDER ANY REPRESENTATION, WARRANTY,
COVENANT OR AGREEMENT SET FORTH HEREIN.
3
Prior to enforcing any remedies under Section