OF THIS AGREEMENT, UPON THE OCCURRENCE AND
CONTINUATION OF AN EVENT OF DEFAULT OR OTHERWISE UPON INSTRUCTIONS OF PLEDGOR,
SECURED PARTY MAY CAUSE ANY COLLATERAL AND/OR PROCEEDS TO BE TRANSFERRED TO THE
NAME OF SECURED PARTY'S NOMINEE.
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, ANY OR ALL COLLATERAL AND/OR PROCEEDS CONSISTING OF SECURITIES MAY
BE REGISTERED, WITHOUT NOTICE, IN THE NAME OF SECURED PARTY'S NOMINEE, AND
THEREAFTER SECURED PARTY'S NOMINEE MAY EXERCISE, WITHOUT NOTICE, ALL VOTING AND
CORPORATE RIGHTS AT ANY MEETING OF THE SHAREHOLDERS OF THE ISSUER THEREOF, ANY
AND ALL RIGHTS OF CONVERSION, EXCHANGE OR SUBSCRIPTION, OR ANY OTHER RIGHTS,
PRIVILEGES OR OPTIONS PERTAINING TO SUCH COLLATERAL AND/OR PROCEEDS, ALL AS IF
IT WERE THE ABSOLUTE OWNER THEREOF.
THE FOREGOING SHALL INCLUDE, WITHOUT
LIMITATION, THE RIGHT OF SECURED PARTY'S NOMINEE TO EXCHANGE, AT ITS DISCRETION,
ANY AND ALL COLLATERAL AND/OR PROCEEDS UPON THE MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION OR OTHER READJUSTMENT OF THE ISSUER THEREOF, OR
UPON THE EXERCISE BY THE ISSUER THEREOF OR SECURED PARTY OF ANY RIGHT, PRIVILEGE
OR OPTION PERTAINING TO ANY SHARES OF THE COLLATERAL AND/OR PROCEEDS, AND IN
CONNECTION THEREWITH, THE RIGHT TO DEPOSIT AND DELIVER ANY AND ALL OF THE
COLLATERAL AND/OR PROCEEDS WITH ANY COMMITTEE, DEPOSITORY, TRANSFER AGENT,
REGISTRAR OR OTHER DESIGNATED AGENCY UPON SUCH TERMS AND CONDITIONS AS SECURED
PARTY MAY DETERMINE.
ALL OF THE FOREGOING RIGHTS, PRIVILEGES OR OPTIONS MAY BE
EXERCISED WITHOUT LIABILITY ON THE PART OF SECURED PARTY'S NOMINEE EXCEPT TO
ACCOUNT FOR PROPERTY ACTUALLY RECEIVED BY SECURED PARTY.
SECURED PARTY SHALL
HAVE NO DUTY TO EXERCISE ANY OF THE FOREGOING, OR ANY OTHER RIGHTS, PRIVILEGES
OR OPTIONS WITH RESPECT TO THE COLLATERAL OR PROCEEDS AND SHALL NOT BE
RESPONSIBLE FOR ANY FAILURE TO DO SO OR DELAY IN SO DOING.
7
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.01
REPRESENTATIONS AND WARRANTIES.
PLEDGOR REPRESENTS AND WARRANTS
TO SECURED PARTY THAT (A) PLEDGOR IS THE OWNER AND, PRIOR TO THE DELIVERY OF THE
PLEDGED STOCK TO SECURED PARTY, HAS POSSESSION OR CONTROL OF THE COLLATERAL AND
PROCEEDS; (B) PLEDGOR HAS THE RIGHT (AND HAS OBTAINED ANY NECESSARY CONSENTS) TO
PLEDGE THE COLLATERAL AND PROCEEDS; (C) ALL COLLATERAL AND PROCEEDS ARE FREE
FROM LIENS AND ADVERSE CLAIMS, OF ANY KIND OR CHARACTER, EXCEPT THE LIEN CREATED
HEREBY; AND (D) ALL STATEMENTS AND REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR
CONTAINED HEREIN ARE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS.
[END OF ARTICLE III]
8
ARTICLE IV
COVENANTS
SECTION 4.01
COVENANTS OF PLEDGOR.
(A)
PLEDGOR AGREES (I) TO PAY AND PERFORM ALL SECURED OBLIGATIONS WHEN DUE;
(II) TO PERMIT SECURED PARTY TO EXERCISE ITS POWERS; AND (III) TO EXECUTE AND
DELIVER SUCH DOCUMENTS AS SECURED PARTY REASONABLY DEEMS NECESSARY TO CREATE,
PERFECT AND CONTINUE THE SECURITY INTERESTS CONTEMPLATED HEREBY.
(B)
UNTIL THE PLEDGE AND SECURITY INTEREST GRANTED HEREUNDER TERMINATES IN
ACCORDANCE WITH SECTION 2.02, PLEDGOR AGREES, WITH REGARD TO THE COLLATERAL AND
PROCEEDS, UNLESS SECURED PARTY AGREES OTHERWISE IN WRITING IN ITS SOLE
DISCRETION, (I) EXCEPT AS