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Section 4. Representations and Warranties. Pledgor hereby represents and warrants to Pledgee as follows:

(a) Pledgor is, at the time of delivery of the Pledged Shares to Pledgee hereunder and at all times which this Pledge Agreement is in effect shall be, the sole holder of record and the sole beneficial owner of the Pledged Collateral pledged to Pledgee by Pledgor under Section 2 of this Pledge Agreement, free and clear of any lien thereon or affecting the title thereto, except for the lien created by this Pledge Agreement.

(b) None of the Pledged Shares has been transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such transfer may be subject with respect to which such transfer could have a material adverse effect.

(c) No consent, approval, authorization or other order of any person and no consent or authorization of any governmental authority or regulatory body is required to be made or obtained by Pledgor for the pledge by Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery, or performance of this Pledge Agreement by Pledgor.

(d) This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid, and binding obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or by the application of general equity principles.

Pledgor covenants, warrants, and represents to Pledgee that all representations and warranties contained in this Pledge Agreement shall be true and correct at the time of Pledgor's execution of this Pledge Agreement.

Section 5. Covenants of Pledgor. Pledgor covenants and agrees that until the Loan has been paid and performed in full or otherwise terminated by Pledgee in writing or until Pledgor's Secured Obligations under this Pledge Agreement have been otherwise terminated pursuant to Section 8, below:

(a) Pledgor shall not sell, assign, transfer, pledge, or otherwise encumber any of Pledgor's rights in or to the Pledged Collateral pledged by Pledgor or any unpaid dividends or other distributions or payments with respect thereto or grant a lien therein except as otherwise permitted by this Pledge Agreement.

(b) Pledgor shall, at Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such action as Pledgee from time to time may reasonably request in order to ensure to Pledgee the benefits of the lien in and to the Pledged Collateral intended to be created by this Pledge Agreement.

(c) Pledgor shall maintain, preserve and defend the title to the Pledged Collateral and the lien of Pledgee thereon against the claim of any other person.

Section 6. Pledgor's Rights. So long as no Event of Default shall have occurred and be continuing:

(a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement.

(b) Pledgor shall be entitled, from time to time, to collect and receive for Pledgor's own use, and shall not be required to pledge pursuant to Section 2 above, any cash dividends or distributions permitted pursuant to the terms of the Loan Agreement to be paid in respect of the Pledged Shares; provided, however, that until actually paid, all rights to any such permitted dividends and distributions shall remain subject to the lien created by this Pledge Agreement.

Section 7. Defaults and Remedies.

(a) Events of Default. It shall be an "Event of Default" hereunder upon the occurrence of any one or more of the following events:

(1) The occurrence of an Event of Default under or as defined in the Loan Agreement; or

(2) Pledgor fails or neglects to perform, keep or observe any of the covenants contained in this Pledge Agreement and such failure is not cured within twenty (20) days after notice from Pledgee of the same.

(b) Remedies. Upon the occurrence of an Event of Default and so long as the same shall be continuing:

(1) All of any portion of the Secured Obligations may, at the option of Pledgee, and without demand, notice, or legal process of any kind, be declared, and immediately shall become due and payable.

(2) Pledgee is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any part of the Pledge Collateral, to exchange certificates or instruments representing or evidencing Pledge Shares for certificates or instruments of smaller or larger denominations, to exercise the voting rights with respect thereto, to collect and receive all cash dividends and other distributions made thereon, to sell in one or more sales after ten (10) days' prior written notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice Pledgor agrees is commercially reasonable), but without any other previous notice or advertisement, the whole or any part of the Pledge Collateral and to otherwise act with respect to the Pledge Collateral as though Pledgee were the outright owner thereof, Pledgor hereby irrevocably constitutes and appoints Pledgee the proxy and attorney-in-fact of Pledgor, with full power of substitution (which appointment is coupled with an interest) to take all such actions permitted hereunder or otherwise permitted by law; provided, however, Pledgee, shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

(3) In the event of any sales hereunder, Pledgee shall, after deducting all costs or expenses of every kind (including, without limitation, reasonable attorneys' fees, costs and other reasonable legal expenses), for care, safekeeping, collection, sale, delivery, or otherwise, apply the residue of the proceeds of the sales to the payment or reduction, either in whole or in part, of the Secured Obligations in accordance with the agreements and instruments governing and evidencing such Secured Obligations, return the surplus, if any, to Pledgor.

(4) If, at any time when Pledgee shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended, Pledgee may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as Pledgee may deem necessary or advisable, but subject to the other requirements of this Section 7 and shall not be required to effect such registration or cause the same to be effected.

Section 8. Termination. Immediately following the complete payment, performance or other satisfaction of all the Secured Obligations or at such time as this Pledge Agreement and the Loan Documents are terminated or released by Pledgee, Pledgee shall deliver to Pledgor the Pledged Collateral pledged by Pledgor at the time subject to this Pledge Agreement and all instruments of assignment executed in connection therewith, free and clear of the lien hereof, and, except as otherwise provided herein, all of Pledgor' obligations hereunder shall at such time terminate.

Section 9. Miscellaneous.

(a) Entire Agreement. This Pledge Agreement constitutes and contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, understandings and communications between the parties, whether written or oral, respecting the subject matter hereof.

(b) Assignability. This Pledge Agreement shall be binding upon and inure to the benefit of Pledgor and Pledgee and their respective successors and assigns, except that Pledgor shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Pledgee.

(c) Notices. Except as otherwise provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be delivered in person, with receipt acknowledged, or sent by telex, telecopy, computer transmission or by United States mail, registered or certified, return receipt requested, postage prepaid.

(d) No Waiver; Amendments. No failure on the part of Pledgee to exercise, no delay in exercising and no course of dealing with respect to, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. This Pledge Agreement may not be amended or modified except by written agreement between Pledgor and Pledgee, and no consent or waiver hereunder shall be valid unless in writing and signed by Pledgee.

(e) Severability. If any provision of this Pledge Agreement is held to be unenforceable for any reason, it shall be adjusted, if possible, rather than voided in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Pledge Agreement shall be deemed valid and enforceable to the full extent possible.