OF
LENDER.
5.5
EACH SECURITY WHICH IS A PART OF THE PLEDGED
STOCK HAS BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND IS FULLY PAID AND
NONASSESSABLE.
5.6
THIS PLEDGE AGREEMENT HAS BEEN DULY EXECUTED
AND DELIVERED BY PLEDGOR AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF PLEDGOR ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
5.7
NO CONSENT OR APPROVAL OF ANY GOVERNMENTAL
BODY, REGULATORY AUTHORITY OR SECURITIES EXCHANGE OR OTHER PERSON OR ENTITY IS
REQUIRED TO BE OBTAINED BY PLEDGOR IN CONNECTION WITH THE EXECUTION, DELIVERY
AND PERFORMANCE OF THIS PLEDGE AGREEMENT OTHER THAN THOSE THAT HAVE BEEN
OBTAINED ALREADY.
5.8
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS PLEDGE AGREEMENT WILL NOT VIOLATE ANY PROVISION OF ANY APPLICABLE LAW OR
REGULATION OR OF ANY WRIT OR DECREE OF ANY COURT OR GOVERNMENTAL INSTRUMENTALITY
OR OF ANY INDENTURE, CONTRACT, AGREEMENT OR OTHER UNDERTAKING TO WHICH PLEDGOR
IS A PARTY OR WHICH PURPORTS TO BE BINDING UPON PLEDGOR OR UPON ANY OF ITS
ASSETS AND WILL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE OR
ENCUMBRANCE ON OR SECURITY INTEREST IN ANY OF THE ASSETS OF PLEDGOR EXCEPT AS
CONTEMPLATED BY THIS PLEDGE AGREEMENT OR OTHERWISE IN FAVOR OF LENDER.
4
5.9
THE PLEDGE, COLLATERAL ASSIGNMENT AND DELIVERY
OF THE PLEDGED STOCK PURSUANT TO THIS PLEDGE AGREEMENT CREATES A VALID FIRST
LIEN AND FIRST AND SENIOR SECURITY INTEREST IN THE PLEDGED STOCK, WHICH LIEN AND
SECURITY INTEREST ARE PERFECTED.
6.
PLEDGOR'S COVENANTS.
6.1
PLEDGOR COVENANTS AND AGREES THAT IT WILL
DEFEND LENDER'S LIEN AND SECURITY INTEREST IN AND TO THE PLEDGED STOCK AGAINST
THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
6.2
PLEDGOR COVENANTS AND AGREES THAT WITHOUT THE
PRIOR WRITTEN CONSENT OF LENDER, IT WILL NOT SELL, CONVEY OR OTHERWISE DISPOSE
OF ANY OF THE PLEDGED STOCK, OR CREATE, INCUR OR PERMIT TO EXIST ANY PLEDGE,
LIEN, MORTGAGE, HYPOTHECATION, SECURITY INTEREST, CHARGE, OPTION OR ANY OTHER
ENCUMBRANCE OR RESTRICTION WITH RESPECT TO ANY OF THE PLEDGED STOCK, OR ANY
INTEREST THEREIN, OR ANY PROCEEDS THEREOF, EXCEPT FOR THE LIENS AND SECURITY
INTERESTS CREATED BY THIS PLEDGE AGREEMENT.
6.3
PLEDGOR COVENANTS AND AGREES THAT IT WILL NOT
CONSENT TO THE ISSUANCE OF: (I) ANY ADDITIONAL SHARES OF CAPITAL STOCK OF THE
PLEDGED STOCK UNLESS SUCH SHARES ARE PLEDGED AND THE CERTIFICATES THEREFOR
DELIVERED TO LENDER, SIMULTANEOUSLY WITH THE ISSUANCE THEREOF, TOGETHER WITH
APPROPRIATE UNDATED ASSIGNMENTS SEPARATE FROM THE CERTIFICATES DULY EXECUTED IN
BLANK; AND (II) ANY OPTIONS BY THE ISSUER OF THE PLEDGED STOCK OBLIGATING SUCH
ISSUER TO ISSUE ADDITIONAL SHARES OF CAPITAL STOCK OF ANY CLASS OF SUCH ISSUER.
6.4
AT ANY TIME FROM TIME TO TIME, UPON THE
WRITTEN REQUEST OF LENDER, AND AT THE SOLE EXPENSE OF PLEDGOR, PLEDGOR COVENANTS
AND AGREES THAT IT WILL PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS LENDER MAY REASONABLY
REQUEST FOR THE PURPOSES OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS
PLEDGE AGREEMENT AND OF THE