AUTHORIZATION OR ORDER OF, ACTION BY OR QUALIFICATION WITH, ANY
GOVERNMENTAL AUTHORITY, REGULATORY BODY, AGENCY OR OTHER THIRD PARTY IS REQUIRED
FOR THE EXERCISE BY THE TRUSTEE OF THE RIGHTS PROVIDED FOR IN THIS AGREEMENT OR
THE REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THIS AGREEMENT.
(C)
THE GRANTOR IS THE BENEFICIAL OWNER OF THE COLLATERAL, FREE AND
CLEAR OF ANY LIEN OR CLAIM OF ANY PERSON (EXCEPT FOR THE SECURITY INTERESTS
CREATED BY THIS AGREEMENT AND ANY LIEN ARISING UNDER THE INDENTURE IN FAVOR OF
THE TRUSTEE).
THE GRANTOR HAS NOT AT ANY TIME TRANSFERRED ANY OF THE COLLATERAL
TO ANY PERSON OTHER THAN THE TRUSTEE OR ENCUMBERED ANY OF THE COLLATERAL WITH A
LIEN IN FAVOR OF ANY OTHER PERSON.
NO FINANCING STATEMENT OR INSTRUMENT SIMILAR
IN EFFECT COVERING ALL OR ANY PART OF THE GRANTOR'S INTEREST IN ANY OF THE
COLLATERAL IS ON FILE IN ANY PUBLIC OR
8
RECORDING OFFICE, OTHER THAN THE FINANCING STATEMENTS FILED PURSUANT TO THIS
AGREEMENT.
OTHER THAN THE GRANTOR'S PREVIOUS NAME, INHALE THERAPEUTICS, INC.,
THE GRANTOR HAS NO TRADE NAMES.
(D)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
THE GRANTOR AND CONSTITUTES A VALID AND BINDING AGREEMENT OF THE GRANTOR,
ENFORCEABLE AGAINST THE GRANTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS THE
ENFORCEABILITY HEREOF MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY OR
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY OR BY EQUITABLE PRINCIPLES OF
GENERAL APPLICABILITY.
(E)
UPON THE TRANSFER TO THE PLEDGED SECURITIES INTERMEDIARY OF THE
PLEDGED SECURITIES, THE CREDITING THEREOF TO THE PLEDGE ACCOUNT IN ACCORDANCE
WITH SECTION 4 ABOVE AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY ALL OF
THE PARTIES HERETO, THE GRANT OF A SECURITY INTEREST IN THE COLLATERAL PURSUANT
TO THIS AGREEMENT FOR THE BENEFIT OF THE TRUSTEE AND THE HOLDERS OF THE NOTES
WILL CREATE A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN SUCH
COLLATERAL SECURING THE PAYMENT OF THE SECURED OBLIGATIONS.
(F)
THERE ARE NO LEGAL OR GOVERNMENTAL PROCEEDINGS PENDING OR, TO THE
BEST OF THE GRANTOR'S KNOWLEDGE, THREATENED TO WHICH THE GRANTOR IS A PARTY OR
TO WHICH ANY OF THE PROPERTIES OF THE GRANTOR IS SUBJECT THAT WOULD ADVERSELY
AFFECT IN ANY MATERIAL RESPECT THE POWER OR ABILITY OF THE GRANTOR TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
(G)
THE PLEDGE OF THE COLLATERAL PURSUANT TO THIS AGREEMENT IS NOT
PROHIBITED BY ANY LAW OR GOVERNMENTAL REGULATION (INCLUDING, WITHOUT LIMITATION,
REGULATIONS U AND X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM)
APPLICABLE TO THE GRANTOR.
(H)
TO THE BEST OF GRANTOR'S KNOWLEDGE, NO DEFAULT OR EVENT OF DEFAULT
EXISTS.
(I)
THE GRANTOR'S EXACT LEGAL NAME IS THAT INDICATED ON THE SIGNATURE
PAGE HEREOF.
(J)
THE GRANTOR IS A CORPORATION ORGANIZED IN THE STATE OF DELAWARE.
(K)
THE GRANTOR'S ORGANIZATIONAL IDENTIFICATION NUMBER IS 943134940.
(L)
THE GRANTOR'S PLACE OF BUSINESS OR, IF MORE THAN ONE, ITS CHIEF
EXECUTIVE OFFICE AS WELL AS THE GRANTOR'S MAILING ADDRESS