APPROVAL, 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 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
8
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 •.
(L)
THE GRANTOR'S PLACE OF BUSINESS OR, IF
MORE THAN ONE, ITS CHIEF EXECUTIVE OFFICE AS WELL AS THE GRANTOR'S MAILING