Legal Pledge Document

LEGAL PLEDGE DOCUMENT

This Legal Pledge Document (the Agreement) is entered into as of by and between Pledgor Name: , Pledgor Entity Type: Individual Corporation LLC Partnership Other, whose principal address is ; and Pledgee Name: , Pledgee Entity Type: Individual Corporation LLC Partnership Other, whose principal address is .

RECITALS

WHEREAS, Pledgee has extended certain financial accommodations or expects to extend financial accommodations to Pledgor pursuant to one or more agreements or instruments described in this Agreement (collectively, the Obligations); and

WHEREAS, to secure prompt and complete payment and performance of the Obligations, Pledgor desires to grant to Pledgee a security interest in the Collateral (as defined below) on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Pledgee is willing to accept such pledge and security interest on the terms set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms will have the meanings specified below:

(a) "Obligations" means all present and future debts, liabilities and obligations of Pledgor to Pledgee, whether absolute or contingent, matured or unmatured, including principal, interest, fees, costs, expenses of collection and enforcement, and amendments, renewals or extensions thereof. Specific Obligations (if any) are described as:

(b) "Collateral" means all right, title and interest of Pledgor in and to the property described below and any other property subsequently delivered by Pledgor to Pledgee as security for the Obligations.

2. GRANT OF PLEDGE

Pledgor hereby pledges, assigns, transfers and delivers to Pledgee, and grants to Pledgee a continuing first priority security interest in, the Collateral to secure the prompt and complete payment and performance of the Obligations. The Collateral includes, without limitation, the following description:

Pledgor agrees that the security interest granted herein extends to all proceeds, accounts, products, replacements, substitutions and accessions of the Collateral, now existing or hereafter acquired.

3. REPRESENTATIONS AND WARRANTIES

Pledgor represents and warrants to Pledgee that: (a) Pledgor has full power and authority to execute and deliver this Agreement and to grant the security interest herein; (b) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action; (c) the Collateral is owned by Pledgor free and clear of any lien, security interest or claim other than those expressly permitted by Pledgee in writing; and (d) upon filing or taking any action required by Pledgee to perfect the security interest under applicable law, Pledgee will have a valid, enforceable, and, to the extent permitted by law, first-priority lien on the Collateral.

4. COVENANTS

Pledgor covenants and agrees that, until the Obligations are indefeasibly paid in full and the security interest is terminated: (a) Pledgor will maintain ownership and possession of the Collateral and will not sell, transfer, encumber or permit any lien upon the Collateral except as permitted by Pledgee in writing; (b) Pledgor will keep the Collateral insured to the extent reasonably required by Pledgee and will provide certificates of insurance upon request; and (c) Pledgor will execute and deliver all further instruments and documents and take such further actions as Pledgee may reasonably request to protect, preserve, perfect or enforce the security interest granted herein.

5. DEFAULT; REMEDIES

An Event of Default shall occur upon the happening of any of the following events: (a) Pledgor's failure to pay or perform any of the Obligations when due; (b) any representation or warranty of Pledgor contained in this Agreement or in any certificate, financial statement or instrument delivered pursuant hereto proves to have been false or misleading in any material respect when made; (c) insolvency, bankruptcy, appointment of a receiver for Pledgor, or assignment for the benefit of creditors.

Upon the occurrence of an Event of Default, Pledgee shall have all rights and remedies available at law or in equity, including without limitation the right to take possession of and sell or otherwise dispose of the Collateral, to apply any proceeds to the Obligations, to accelerate the Obligations, and to exercise all rights of a secured party under applicable law.

6. PERFECTION

Pledgor hereby authorizes Pledgee, at Pledgor's expense, to take any actions and to execute, file or record any financing statements, continuation statements, amendments or other documents (including filings with filing offices or other authorities) that Pledgee deems necessary or desirable to perfect and maintain the security interest created by this Agreement. Jurisdiction(s) in which filings may be made:

If a financing statement is filed, the name of debtor for such filing shall be: and any filing number known to Pledgor is: .

7. EXPENSES; INDEMNITY

Pledgor shall pay all costs and expenses incurred by Pledgee in preserving, protecting or enforcing its rights hereunder, including reasonable attorneys' fees, filing and recording fees, and expenses of collection. Pledgor shall indemnify and hold Pledgee harmless from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of this Agreement by Pledgor or from any claim against the Collateral other than claims arising from Pledgee's gross negligence or willful misconduct.

8. NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, first-class, postage prepaid, addressed to the respective party at its address specified above or such other address as either party may designate by notice to the other.

9. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by Pledgee and Pledgor. The failure of Pledgee to exercise any right shall not constitute a waiver of such right or any other right.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. MISCELLANEOUS

a) Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. b) Survival. All representations, warranties and covenants of Pledgor shall survive the execution and delivery of this Agreement and, to the extent applicable, delivery of the Collateral until all Obligations are satisfied.

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