TRANSFER OR
ASSIGNMENT IN BLANK, ALL IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.
5.
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS
TO LENDER THAT:
(A)
PLEDGOR IS, AND AT THE TIME OF DELIVERY OF THE PLEDGED SHARES TO
LENDER WILL BE, THE SOLE HOLDER OF RECORD AND THE SOLE BENEFICIAL OWNER OF SUCH
PLEDGED COLLATERAL PLEDGED BY PLEDGOR FREE AND CLEAR OF ANY LIEN THEREON OR
AFFECTING THE TITLE THERETO, EXCEPT FOR ANY LIEN CREATED BY THIS AGREEMENT;
(B)
ALL OF THE PLEDGED SHARES HAVE BEEN DULY AUTHORIZED, VALIDLY
ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE;
(C)
PLEDGOR HAS THE RIGHT AND REQUISITE AUTHORITY TO PLEDGE, ASSIGN,
TRANSFER, DELIVER, DEPOSIT AND SET OVER THE PLEDGED COLLATERAL PLEDGED BY
PLEDGOR TO LENDER AS PROVIDED HEREIN;
(D)
THE PLEDGED SHARES HAVE NOT BEEN ISSUED OR TRANSFERRED IN
VIOLATION OF THE SECURITIES REGISTRATION, SECURITIES DISCLOSURE OR SIMILAR LAWS
OF ANY JURISDICTION TO WHICH SUCH ISSUANCE OR TRANSFER MAY BE SUBJECT;
(E)
ALL OF THE PLEDGED SHARES ARE PRESENTLY OWNED BY PLEDGOR, AND ARE
PRESENTLY REPRESENTED BY THE CERTIFICATES LISTED ON PART A OF SCHEDULE I
HERETO.
AS OF THE DATE HEREOF, THERE ARE NO EXISTING OPTIONS, WARRANTS, CALLS
OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO THE PLEDGED SHARES;
(F)
NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR ANY
OTHER PERSON IS REQUIRED (I) FOR THE PLEDGE BY PLEDGOR OF THE PLEDGED COLLATERAL
PURSUANT TO THIS AGREEMENT OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY PLEDGOR, OR (II) FOR THE EXERCISE BY LENDER OF THE VOTING OR OTHER
RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN RESPECT OF THE PLEDGED
COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT AS MAY BE REQUIRED IN CONNECTION
WITH SUCH DISPOSITION BY LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES
GENERALLY;
(G)
THE PLEDGE, ASSIGNMENT AND DELIVERY OF THE PLEDGED COLLATERAL
PURSUANT TO THIS AGREEMENT WILL CREATE A VALID FIRST PRIORITY LIEN ON AND A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN FAVOR OF THE LENDER IN THE PLEDGED
COLLATERAL AND THE PROCEEDS THEREOF, SECURING THE PAYMENT OF THE OBLIGATIONS,
SUBJECT TO NO OTHER LIEN;
(H)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY
PLEDGOR AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF PLEDGOR
ENFORCEABLE AGAINST PLEDGOR IN ACCORDANCE
3
WITH ITS TERMS; AND
(I)
THE PLEDGED SHARES CONSTITUTE 100% OF THE ISSUED AND OUTSTANDING
SHARES OF STOCK OF EACH PLEDGED ENTITY.
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Agreement.
6.
COVENANTS.
PLEDGOR COVENANTS AND AGREES THAT UNTIL THE
TERMINATION DATE:
(A)
WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER, PLEDGOR WILL NOT
SELL, ASSIGN, TRANSFER, PLEDGE, OR OTHERWISE ENCUMBER ANY OF ITS RIGHTS IN OR TO
THE PLEDGED COLLATERAL, OR ANY UNPAID DIVIDENDS, INTEREST OR OTHER DISTRIBUTIONS
OR PAYMENTS WITH RESPECT TO THE PLEDGED COLLATERAL OR GRANT A LIEN IN THE
PLEDGED COLLATERAL, UNLESS OTHERWISE EXPRESSLY