A HERETO AND (II) EACH PLEDGOR IS THE DIRECT AND BENEFICIAL OWNER OF
EACH SHARE OF THE PLEDGED STOCK;
(D)
ALL OF THE SHARES OF THE PLEDGED STOCK HAVE BEEN DULY AUTHORIZED,
VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE;
(E)
NO CONSENT OR APPROVAL OF ANY PERSON, CORPORATION, GOVERNMENTAL
BODY, REGULATORY AUTHORITY OR OTHER ENTITY, IS OR WILL BE NECESSARY FOR (I) THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT, (II) THE EXERCISE BY THE
PLEDGEE OF ANY RIGHTS WITH RESPECT TO THE COLLATERAL OR (III) THE PLEDGE AND
ASSIGNMENT OF, AND THE GRANT OF A SECURITY INTEREST IN, THE COLLATERAL
HEREUNDER;
(F)
THERE ARE NO PENDING OR, TO THE BEST OF PLEDGOR'S KNOWLEDGE,
THREATENED ACTIONS OR PROCEEDINGS BEFORE ANY COURT, JUDICIAL BODY,
ADMINISTRATIVE AGENCY OR ARBITRATOR WHICH MAY MATERIALLY ADVERSELY AFFECT THE
COLLATERAL;
(G)
EACH PLEDGOR HAS THE REQUISITE POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT AND TO PLEDGE AND ASSIGN THE COLLATERAL TO THE PLEDGEE IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(H)
EACH PLEDGOR OWNS EACH ITEM OF THE COLLATERAL AND, EXCEPT FOR THE
PLEDGE AND SECURITY INTEREST GRANTED TO PLEDGEE HEREUNDER, THE COLLATERAL SHALL
BE, IMMEDIATELY FOLLOWING THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THE
DOCUMENTS, FREE AND CLEAR OF ANY OTHER SECURITY INTEREST, MORTGAGE, PLEDGE,
CLAIM, LIEN, CHARGE, HYPOTHECATION, ASSIGNMENT, OFFSET OR ENCUMBRANCE WHATSOEVER
(COLLECTIVELY, "LIENS");
(I)
THERE ARE NO RESTRICTIONS ON TRANSFER OF THE PLEDGED STOCK
CONTAINED IN THE CERTIFICATE OF INCORPORATION OR BY-LAWS (OR EQUIVALENT
ORGANIZATIONAL DOCUMENTS) OF THE ISSUER OR OTHERWISE WHICH HAVE NOT OTHERWISE
BEEN ENFORCEABLY AND LEGALLY WAIVED BY THE NECESSARY PARTIES;
(J)
NONE OF THE PLEDGED STOCK HAS 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;
(K)
THE PLEDGE AND ASSIGNMENT OF THE COLLATERAL AND THE GRANT OF A
SECURITY INTEREST UNDER THIS AGREEMENT VEST IN THE PLEDGEE ALL RIGHTS OF EACH
PLEDGOR IN THE COLLATERAL AS CONTEMPLATED BY THIS AGREEMENT; AND
(L)
THE PLEDGED STOCK CONSTITUTES ONE HUNDRED PERCENT (100%) OF THE
ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF EACH ISSUER.
5.
COVENANTS.
EACH PLEDGOR JOINTLY AND SEVERALLY COVENANTS THAT,
UNTIL THE OBLIGATIONS SHALL BE INDEFEASIBLY SATISFIED IN FULL AND EACH DOCUMENT
AND EACH AGREEMENT AND INSTRUMENT ENTERED INTO IN CONNECTION THEREWITH IS
IRREVOCABLY TERMINATED:
3
(A)
NO PLEDGOR WILL SELL, ASSIGN, TRANSFER, CONVEY, OR OTHERWISE
DISPOSE OF ITS RIGHTS IN OR TO THE COLLATERAL OR ANY INTEREST THEREIN; NOR WILL
ANY PLEDGOR CREATE, INCUR OR PERMIT TO EXIST ANY LIEN WHATSOEVER WITH RESPECT TO
ANY OF THE COLLATERAL OR THE PROCEEDS THEREOF OTHER THAN THAT CREATED HEREBY.
(B)
EACH PLEDGOR WILL, AT ITS EXPENSE, DEFEND PLEDGEE'S RIGHT, TITLE
AND SECURITY INTEREST IN AND TO THE COLLATERAL AGAINST THE CLAIMS OF ANY OTHER
PARTY.
(C)
EACH PLEDGOR SHALL AT ANY TIME, AND FROM TIME TO TIME, UPON THE
WRITTEN REQUEST OF PLEDGEE, EXECUTE AND DELIVER SUCH FURTHER DOCUMENTS AND DO
SUCH FURTHER ACTS AND