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3 <br /> (e) All rights of Pledgor as an owner of Pledged Interests in the Company, <br />including but not limited to all financial and governance rights of Pledgor as a holder or <br />owner of such Pledged Interests, and all rights of Pledgor under the Company’s <br />Organizational Documents, Operating Agreement or Bylaws, and any Member Control <br />Agreement or equivalent. <br /> <br /> (f) To the extent not otherwise included, all cash and non-cash Proceeds of <br />any or all of the foregoing. <br /> <br /> 3. Representations and Warranties. Pledgor represents and warrants as of <br />the date hereof that: <br /> <br /> (a) No authorization or consent of, or notice to, any other person (including, <br />without limitation, Pledgor, the Company or any of its Members, or any creditor of <br />Pledgor) that has not been obtained, is required in connections with the execution, <br />delivery, performance, validity or enforceability of this Agreement including, without <br />limitation, the assignment and transfer by the Pledgor of any of the Collateral to Lender. <br /> <br /> (b) Pledgor is the record and sole beneficial owner of, and has good and <br />marketable title to, the Pledged Interests, free of any and all liens or options in favor of, <br />or claims of, any other person or entity, except for the lien created by this Agreement. <br /> <br /> (c) Upon the filing of the UCC-1 financing statements referred to in this <br />Agreement, the lien granted pursuant to this Agreement will constitute a valid, perfected <br />first priority lien on the Collateral, enforceable as such against all creditors of Pledgor <br />and any persons purporting to purchase or obtain a lien in any of the Collateral from <br />Pledgor, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws <br />affecting creditors' rights generally. <br /> <br /> (d) There are currently no certificates, instruments or writings representing the <br />Pledged Interests. To the extent that in the future there exist any such certificates, <br />instruments or writings, Pledgor shall deliver all such other certificates, instruments or <br />writing to Lender, together with all such endorsements, authorizations, grants of power or <br />certifications necessary to confer upon Lender all benefits and entitlements granted <br />hereunder. <br /> <br /> 4. Covenants. Pledgor covenants and agrees with Lender that, from and <br />after the date of this Agreement until the Obligations (exclusive of any indemnification or <br />other obligations which are expressly stated in any of the Loan Documents to survive <br />payment of the Note) are paid and performed in full: <br /> <br /> (a) Acknowledgement of Parties. If the Pledgor shall, as a result of its <br />ownership of the Pledged Interests, become entitled to receive or shall receive any other <br />interests or distributions in or from the Company, options or rights, whether in addition to <br />or in substitution of, as a conversion of, or an exchange for any of the Pledged Interests <br />or otherwise in respect thereof, Pledgor shall accept the same as Lender's agent, hold the <br />67