EXHIBIT 10.05
STOCK PLEDGE AND SECURITY AGREEMENT
This Stock Pledge and Security Agreement ("Agreement") is made and entered
into as of the 18th day of July, 1997, by and among Intercell Technologies
Corporation, a Colorado corporation, formerly known both as "Secure Luggage
Systems, Inc." and "Emulation Products, Inc." ("Pledgor"), 0000 Xxxx Xxxxxxxxx
Xxxx, Xxxxx #000, Xxxxxxxxxx, Xxxxxxx 00000, Intercell Corporation, a Colorado
corporation ("Pledgee"), 000 Xxxxxxxxxxx Xxxxxx, Xxxxx #0000, Xxxxxx, Xxxxxxxx
00000, and Cellular Magnetics, Inc., doing business as X.X. Xxxxx Company, an
Arizona corporation (the "Company").
RECITALS
WHEREAS, Pledgor has executed and delivered that certain promissory note,
dated July 18, 1997 (the "Note"), in the principal amount of $2,200,000 and
bearing interest at the rate of ten percent (10%) per annum, payable by Pledgor,
as the maker thereof, to Pledgee, as the holder thereof, according to the
amortization schedule attached thereto but in no event later than the maturity
date thereof on May 1, 2007, and secured by all 100 shares (the "Shares") of the
common stock, no par value per share, of the Company, purchased, acquired and
received by Pledgor pursuant to that certain Stock Purchase Agreement dated July
18, 1997 (the "Stock Purchase Agreement"), between Pledgor and Pledgee, which
Stock Purchase Agreement is incorporated herein by this reference; and
WHEREAS, in consideration for the Note and to induce Pledgee to enter into
the Stock Purchase Agreement, Pledgor has agreed to grant to Pledgee a security
interest in the Collateral (as defined below).
NOW, THEREFORE, in consideration of the Recitals above that constitute a
substantive part of this Agreement, and the mutual covenants, promises and
agreements hereinafter set forth, the parties intending to be legally bound,
hereto do hereby covenant, promise and agree as follows:
1. DEFINITIONS. As used herein:
"COLLATERAL" shall have the meaning ascribed thereto in Section 2 hereof.
"EVENT OF DEFAULT" shall mean any of the following events:
(a) Any default by Pledgor in the punctual payment of any amount due
under the Note, when and as the same shall become due and payable;
(b) Any default by Pledgor under, or breach by Pledgor in the
performance of, any covenant, agreement, warranty, representation or
condition contained in the Stock Purchase Agreement, the Note or this
Agreement;
(c) If Pledgor or the Company shall:
(i) apply for, or consent in writing to, the appointment of a
receiver, trustee, or liquidator of Pledgor or Company, or to a sale
or transfer of all or substantially all assets of Pledgor or Company ;
(ii) file or be served with any petition for relief under the
Bankruptcy Code or any similar federal or state law or admit in
writing its inability to pay its debts as they become due;
(iii) make a general assignment for the benefit of creditors
outside the ordinary course of business;
(iv) file a petition or an answer seeking a reorganization in any
bankruptcy, reorganization or insolvency proceeding;
(d) If (i) any execution or attachment shall be levied against any
assets of Pledgor and shall not be dismissed within forty-five (45) days;
or (ii) any pleading shall be filed in any court or other forum seeking the
adjudication of Pledgor or the Company as a bankrupt or insolvent, the
appointment of a receiver, trustee, or liquidator of Pledgor or the Company
or of all or substantially all of the assets of Pledgor or the Company,
which pleading shall not be dismissed within ninety (90) days;
(e) The filing of any tax lien respecting any of the assets of Pledgor
or the Company;
(f) The creation, placing or filing of a security interest, lien or
other encumbrance against any or all of the Collateral or seizure or taking
of any Collateral by any third party, without the prior consent of Pledgee;
(g) Any warranty, information, representation or statement by Pledgor
made or furnished to Pledgee by or on behalf of Pledgor in connection with
the Collateral, this Agreement, the Note or the Stock Purchase Agreement,
is determined by any court or other authority of competent jurisdiction to
be untrue or misleading in any material respect; or
(h) Pledgor or the Company shall conceal, remove or permit to be
concealed or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them, or shall take or suffer a
transfer of any of its property which may be fraudulent under any
bankruptcy, fraudulent conveyance or similar law.
2
"PERSON" shall mean an individual, corporation, limited liability company,
general or limited partnership, joint venture partner or other business
organization.
2. GRANT OF SECURITY INTEREST AND PLEDGE. As collateral security for the
prompt payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Note and the performance by Pledgor of all of the covenants,
agreements, warranties, representations and conditions contained in the Stock
Purchase Agreement, the Note and this Agreement, Pledgor hereby pledges and
grants to Pledgee a security interest in all of Pledgor's right, title and
interest in the following property, whether now owned by Pledgor or hereafter
acquired and whether now existing or hereafter coming into existence (all being
collectively referred to herein as "Collateral"):
(a) the shares of common stock of the Company evidenced by the
certificates attached hereto as Exhibit A under the name of Pledgor
("Pledged Stock");
(b) all shares, securities, moneys or property representing a dividend
on any of the Pledged Stock or representing a distribution or return of
capital upon or in respect of the Pledged Stock, or resulting from a
split-up, revision, reclassification or other like change of the Pledged
Stock or otherwise received in exchange therefor, and any subscription
warrants, rights or options issued to the holders of, or otherwise in
respect of, the Pledged Stock;
(c) in the event of any consolidation or merger in which the Company
is not the surviving corporation, all shares of each class of the capital
stock or other consideration of the successor corporation formed by or
resulting from such consolidation or merger; and
(d) all proceeds of and to any of the property of Pledgor described in
Section 2(a) through (c) herein, and, to the extent related to any property
described in said clauses or such proceeds, all books, correspondence,
credit files, records, invoices and other papers.
3. REPRESENTATIONS AND WARRANTIES. Company and Pledgor, as the case may be
represent and warrant to Pledgee that:
(a) This Agreement has been duly and validly executed and delivered by
Company and constitutes its legal, valid and binding obligations,
enforceable in accordance with its terms.
(b) The execution and delivery of this Agreement, nor the consummation
of the transactions herein contemplated, nor compliance with the terms and
provisions hereof will conflict with or result in a breach of, or require
any consent under, any applicable law or regulation, or any order, writ,
injunction or decree of any court or government authority or agency, or any
agreement or instrument to which Company is
3
a party or by which Company is bound or to which Company is subject,
or constitute a default under any such agreement or instrument, or result
in the creation or imposition of any lien upon Company's earnings or assets
pursuant to the terms of any such agreement or instrument.
(c) No authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency are
necessary for the execution, delivery or performance by Company of this
Agreement or for the validity or enforceability hereof.
(d) Company has filed all United States Federal income tax returns and
all other material tax returns which are required to be filed by Pledgor
and has paid all taxes due pursuant to such returns or pursuant to any
assessment received by Pledgor with respect to the Pledged Stock.
(e) Pledgor is the sole beneficial owner of the Collateral in which
Pledgor grants a security interest pursuant to Section 2 herein and no
lien, encumbrance, or security interest exists or will exist upon such
Collateral at any time (and no right or option to acquire the same exists
in favor of any other person or entity), except for the pledge and security
interest in favor of Pledgee created or provided for herein, which pledge
and security interest constitute a first priority perfected pledge and
security interest in and to all of such Collateral.
(f) The Pledged Stock is duly authorized, validly existing, fully paid
and non-assessable and none of such Pledged Stock is or will be subject to
any contractual restriction, or any restriction under the charter or bylaws
of Pledgor upon the transfer of such Pledged Stock.
4. OTHER FINANCING STATEMENTS AND LIENS. Without the prior written consent
of Pledgee, Pledgor shall not file or suffer to be on file, or authorize or
permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to the Collateral in which Pledgee is
not named as the sole secured party.
5. PRESERVATION OF RIGHTS. Pledgee shall not be required to take steps
necessary to preserve any rights against prior parties to any of the Collateral.
6. STOCK COLLATERAL.
(a) So long as no Event of Default shall have occurred and be
continuing, Pledgor shall have the right to exercise all voting,
consensual, and other powers of ownership pertaining to the Collateral for
all purposes not inconsistent with the terms of this Agreement; provided,
however, that Pledgor agrees that it will not vote the Collateral in any
manner that is inconsistent with the terms of this Agreement, the Note or
the Stock Purchase Agreement; and Pledgee shall execute and deliver to
Pledgor or
4
cause to be executed and delivered to Pledgor all such proxies, powers
of attorney, dividend and other orders, and all such instruments, without
recourse, as Pledgor may reasonably request for the purpose of enabling
Pledgor to exercise the rights and powers which it is entitled to exercise
pursuant to this Section 6.
(b) Unless and until an Event of Default has occurred and is
continuing, Pledgor shall be entitled to receive and retain any dividends
on the Collateral paid in cash out of earned surplus, subject to the
provisions of this Agreement and the Stock Purchase Agreement.
(c) If any Event of Default shall have occurred, then so long as such
Event of Default shall continue, and whether or not Pledgee exercises any
available right to declare the amount due under the Note due and payable or
seeks or pursues any other relief or remedy available under applicable law
or under this Agreement, all dividends and other distributions on the
Collateral shall be paid directly to Pledgee and retained by Pledgee as
part of the Collateral, subject to the terms of this Agreement, and, if
Pledgee shall so request in writing, Pledgor agrees to execute and deliver
to Pledgee appropriate additional dividend, distribution and other orders
and documents to that end, provided that if such Event of Default is timely
cured, any such dividend or distribution theretofore paid to Pledgee, upon
request of Pledgor (except to the extent theretofore applied to the
obligations secured by the Note), shall be returned to Pledgor.
7. REMEDIES UPON DEFAULT. During the period during which an Event of
Default shall have occurred and be continuing:
(a) Pledgee shall have all of the rights and remedies with respect to
the Collateral of a secured party under the Uniform Commercial Code as in
effect from time to time in the State of Colorado and such additional
rights and remedies to which a secured party is entitled under the laws in
effect in any jurisdiction where any rights and remedies hereunder may be
asserted, including, without limitation, the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if Pledgee were the sole and
absolute owner thereof (and Pledgor agrees to take all such action as may
be appropriate to give effect to such right), as well as the right to sell
or otherwise dispose of all or any part of the Collateral.
(b) Pledgee, at Pledgee's option and in Pledgee's sole discretion, may
declare the unpaid obligations of the Note immediately due and payable as
fully and as completely as if said aggregate sums were originally agreed to
be paid at such time, all without notice or demand, which are hereby
expressly waived by Pledgor.
(c) Pledgee, upon five (5) business days' prior to notice to Pledgor
of the time and place, with respect to the Collateral or any part thereof
which is in the possession of Pledgee, may sell, lease, assign or otherwise
dispose of all or any part of such
5
Collateral, at such place or places as Pledgee deems best, and for
cash or for credit or for future delivery at public or private sale,
without demand of performance or notice of intention to effect any such
disposition or of the time or place thereof except such notice as is
required above or by applicable statute and cannot be waived), and Pledgee
or anyone else may be the purchaser, lessee, assignee or recipient of any
or all of the Collateral so disposed of at any public sale (or, to the
extent permitted by law, at any private sale) and thereafter hold the same
absolutely free from any claim or right of whatsoever kind, including any
right or equity of redemption (statutory or otherwise) of Pledgor, any such
demand, notice and right or equity being hereby expressly waived and
released.
Pledgor recognizes that, by reason of certain prohibitions contained
in the Securities Act of 1933, as amended, and applicable state securities
laws, Pledgee may be compelled, with respect to any sale of all or any part
of the Collateral, to limit purchasers to those who will agree, among other
things, to acquire the Collateral for their own account, for investment and
not with a view to the distribution or resale thereof. Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to
Pledgee than those obtainable through a public sale without such
restrictions, and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner and that Pledgee shall have no obligation to engage in public sales
and no obligation to delay the sale of any Collateral for the period of
time necessary to permit the issuer thereof to register it for public sale.
8. ATTORNEY-IN-FACT. Without limiting any rights or powers granted by this
Agreement to Pledgee while no Event of Default has occurred and is continuing,
upon the occurrence and during the continuance of any Event of Default, Pledgee
is hereby appointed the attorney-in-fact of Pledgor for the purpose of carrying
out the provisions of Section 7 of this Agreement and taking any action and
executing any instruments which Pledgee may deem necessary or advisable to
accomplish the purposes thereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest.
9. PERFECTION. Prior to or concurrently with the execution and delivery of
this Agreement, Pledgor shall deliver to Pledgee the certificates representing
the Pledged Stock, accompanied by all undated stock powers, duly executed in
blank with signatures Medallion Guaranteed, accompanied by appropriate certified
corporate resolutions and certified Certificates of Incumbency relating to the
persons signing such instruments.
10. FULL PAYMENT AND PERFORMANCE. Upon the full and punctual payment by
Pledgor of the obligations due under the Note, the performance by Pledgor of all
of the covenants, agreements, warranties, representations or conditions
contained in the Stock Purchase Agreement, the Note and this Agreement, Pledgee
shall thereupon transfer to Pledgor all of the Collateral and, to that end,
shall execute any and all instruments and documents that Pledgor
6
reasonably shall deem necessary or proper to revest title and record ownership
thereof in and to Pledgor.
11. ASSIGNMENT. This Agreement and the security interest granted herein
shall inure to the benefit of Pledgee and Pledgee's respective heirs, personal
or legal representatives, and assigns, and shall bind Pledgor and its successors
and assigns; provided, however, that Pledgor shall not assign its obligations
hereunder without the prior written consent of Pledgee.
12. INVALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect or impair the validity of any
other provision hereof.
13. AMENDMENTS. This Agreement shall not be amended, modified, altered or
changed except by an agreement in writing, signed by the party against whom
enforcement of the amendment, modification, alteration, or change shall be
sought.
14. WAIVERS. Waivers by Pledgee of any of the covenants, agreements,
warranties, representations, rights, remedies, or conditions herein shall not
operate as a future waiver thereof or of any other covenant, agreement,
warranty, representation, right, remedy or condition hereof.
15. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of Colorado without regard to its
conflicts of law provisions.
16. NOTICES. All notices, request, consents and demands hereunder shall be
in writing and telecopied or delivered to the intended recipient at such party's
address or number specified beneath such party's signature hereto, or at such
other number or address as shall be designated by any party in a notice to each
other party, and shall be deemed to have been given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
deposit in the U.S. mail, by certified or registered mail, postage prepaid, in
each case given or addressed as aforesaid.
17. CONFLICT. In the event of any conflicts between this Agreement and the
Stock Purchase Agreement or the Note, this Agreement shall control.
18. PREVAILING PARTY. In the event of any litigation arising out of this
Agreement, the court SHALL award to the prevailing party all reasonable costs
and expenses, including without limitation, attorneys' fees.
19. SURVIVAL. All representations, warranties and other provisions hereof,
are true and correct at the time of execution of this Agreement and shall
survive the execution, delivery, and performance of this Agreement.
20. ENTIRE AGREEMENT. This Agreement includes Exhibits A and B.
7
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the
day and year first above written.
INTERCELL CORPORATION
By /s/ Xxxx X. Xxxxxxxxx
----------------------------------------------
Xxxx X. Xxxxxxxxx, President and Chief
Executive Officer
Address for Notices:
000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx, President and
Chief Executive Officer
INTERCELL TECHNOLOGIES CORPORATION
By /s/ Xxxxx X. Xxxxx
----------------------------------------------
Xxxxx X. Xxxxx, President
Address for Notices:
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx #000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxx
CELLULAR MAGNETICS, INC.
By /s/ Xxxxx X. Xxxxxx
----------------------------------------------
Xxxxx X. Xxxxxx, President
Address for Notices:
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx #000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
8
EXHIBIT A
TO
STOCK PLEDGE AND SECURITY AGREEMENT
CERTIFICATE NO. NO. SHARES NAME ON CERTIFICATE
--------------- ---------- -------------------
2 100 Intercell Technologies Corporation
A-1
EXHIBIT B
TO
STOCK PLEDGE AND SECURITY AGREEMENT
In addition to the covenants set forth in the Stock Pledge and Security
Agreement (the "Agreement"), Pledgor and the Company agree as follows:
ARTICLE I
NEGATIVE COVENANTS
So long as the Note shall remain unpaid, Pledgor and the Company agree
that:
Section 1.01. LIENS. The Company will not create, incur or suffer to exist
any mortgage, deed of trust, pledge, lien, security interest, assignment or
transfer upon or of any of the assets, now owned or hereafter acquired by the
Company (the "Assets"), to secure any indebtedness; excluding however, from the
operation of the foregoing the security interests granted to Pledgee hereunder.
Section 1.02. INDEBTEDNESS. The Company will not incur, create, assume or
permit to exist any indebtedness or liability on account of deposits or advances
or any indebtedness for borrowed money, or any other indebtedness or liability
evidenced by notes, bonds, debentures or similar obligations, except
indebtedness under the Note.
Section 1.03. GUARANTIES. The Company will not assume, guarantee, endorse
or otherwise become directly or contingently liable in connection with any
obligations of any other Person.
Section 1.04. INVESTMENTS AND SUBSIDIARIES. The Company will not purchase
or hold beneficially any stock or other securities or evidences of indebtedness
of; make or permit to exist any loans or advances to, or make any investment or
acquire any interest whatsoever in, any other corporation, limited partnership,
general partnership, limited liability company or similar entity (collectively a
"Person"), including specifically but without limitation any partnership or
joint venture.
Section 1.05. DIVIDENDS. The Company will not declare or pay on any class
of its stock or make any payment on account of the purchase, redemption or other
retirement of any shares of such stock or make any distribution in respect
thereof, either directly or indirectly.
Section 1.06. SALE OF TRANSFER OF ASSETS, SUSPENSION OF BUSINESS
OPERATIONS. The Company will not sell, lease, assign, transfer or otherwise
dispose of (a) the stock of any subsidiary permitted hereunder, (b) all or
substantially all of its assets, or (c) any Assets or any interest therein
(whether in one transaction or in a series of transactions) to any other Person
B-1
other than the sale of inventory in the ordinary course of business and will not
liquidate, dissolve or suspend business operations. The Company will not in any
manner transfer any property without prior or present receipt of full and
adequate consideration.
Section 1.07. CONSOLIDATION AND MERGER; ASSET ACQUISITIONS. The Company
will not consolidate with or merge into, any Person, or permit any other Person
to merge into it, or acquire (in a transaction analogous in purpose or effect to
a consolidation or merger) all or substantially all the assets of any other
Person.
Section 1.08. SALE AND LEASEBACK. The Company will not enter into any
arrangement, directly or indirectly, with any other Person whereby the Company
shall sell or transfer any real or personal property, whether now owned or
hereafter acquired, and then or thereafter rent or lease as lessee such property
or any part thereof or any other property which the Company intends to use for
substantially the same purpose or purposes as the property being sold or
transferred.
Section 1.09. RESTRICTIONS ON NATURE OF BUSINESS. The Company will not
engage in any line of business materially different from that presently engaged
in by the Company and will not purchase, lease or otherwise acquire assets not
related to its business.
Section 1.10. ISSUANCE OF ADDITIONAL CAPITAL STOCK. The Company shall not
issue, sell, or deliver, or otherwise increase the amount of, shares of its
capital stock or options, warrants, or rights to acquire any such capital stock
or securities convertible into or exchangeable for such capital stock.
Section 1.11. OTHER DEFAULTS. The Company will not permit any breach,
default or event of default to occur under any note, loan agreement, indenture,
lease, mortgage, contract, deed, security agreement or other contractual
obligation binding upon the Company.
ARTICLE II
AFFIRMATIVE COVENANTS
So long as the Note shall remain unpaid, the Company and Pledgor will
comply with the following requirements, unless Pledgee shall otherwise consent
in writing:
Section 2.01. REPORTING REQUIREMENTS. The Company will deliver, or cause to
be delivered, to Pledgee each of the following, which shall be in form and
detail acceptable to the pledgee:
(a) immediately after the commencement thereof, notice in writing of
all litigation and of all proceedings before any governmental or regulatory
agency affecting the Company or which seek a monetary recovery against the
Company in excess of $25,000;
B-2
(b) as promptly as practicable (but in any event not later than five
(5) business days) after an officer of the Company obtains knowledge of the
occurrence of any breach, default or event of default hereunder, notice of
such occurrence, together with a detailed statement by a responsible
officer of the Company of the steps being taken by the Company to cure the
effect of such breach, default, or event;
(c) promptly upon knowledge thereof, notice of (i) any disputes or
claims by customers of the Company in excess of $2,500 individually or in
excess of $10,000 in the aggregate; (ii) any change in the persons
constituting the officers and directors of the Company; and (iii) any
change in the compensation paid to officers, directors, affiliates,
advisors, consultants or independent contracts from what exists as of the
date hereof;
(d) promptly upon knowledge thereof, notice of any loss or material
damage to any Assets or of any substantial adverse change in any Assets or
such other Assets or the prospect of payment thereof;
(e) promptly upon knowledge thereof, notice of any loss of any
material customer or supplier;
(f) promptly upon their distribution, copies of all financial
statements, reports and proxy statements which the Company shall have sent
to its stockholders, its commercial lending institutions or any other
person;
(g) promptly upon knowledge thereof, notice of the violation by the
Company of any law, rule or regulation, the non-compliance with which could
materially and adversely affect its business or its financial condition.
Section 2.02. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will pay or
discharge, when due, (a) all taxes, assessments and governmental charges levied
or imposed upon it or upon its income or profits, upon any properties belonging
to it (including, without limitation, the Assets) or upon or against the
creation, perfection or continuance of the security interests granted hereunder,
prior to the date on which penalties attach thereto, (b) all federal, state and
local taxes required to be withheld by it, and (c) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien or charge
upon any properties of the Company; provided, that the Company shall not be
required to pay any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.
Section 2.03. MAINTENANCE OF PROPERTIES.
(a) The Company will keep and maintain the Assets and all of its other
properties necessary or useful in its business in good condition, repair
and working order (normal wear and tear excepted) and will from time to
time replace or repair any worn, defective or broken parts.
B-3
(b) The Company will defend the Assets against all claims or demands
of all persons (other than Pledgee) claiming the Assets or any interest
therein.
(c) The Company will keep all Assets free and clear of all security
interests, liens and encumbrances except the security interests permitted
by Section 1.01 hereof.
Section 2.04. INSURANCE. The Company will obtain and at all times maintain
insurance with insurers believed by the Company to be responsible and reputable,
in such amounts and against such risks as may from time to time be required by
Pledgee, but in all events in such amounts and against such risks as is usually
carded by companies engaged in similar business and owing similar properties in
the same general areas in which the Company operates. All policies of liability
insurance required hereunder shall name Pledgee as an additional insured.
Section 2.05. PRESERVATION OF CORPORATE EXISTENCE; ISSUANCE OF STOCK. The
Company will preserve and maintain its corporate existence and all of its
rights, privileges and franchises necessary or desirable in the normal conduct
of its business and shall conduct its business in an orderly, efficient and
regular manner.
Section 2.06. COMPLIANCE WITH LAWS; ENVIRONMENTAL INDEMNITY. The Company
will (a) comply with the requirements of applicable laws and regulations, the
non-compliance with which would materially and adversely affect its business or
its financial condition, (b) comply with all applicable environmental laws and
obtain any permits, licenses or similar approvals required by any such
environmental laws, and (c) use and keep the Assets, and will require that
others use and keep the Assets, only for lawful purposes, without violation of
any federal, state or local law, statute or ordinance.
B-4
