Agenda - Council - 03/24/2015 - Laserfiche WebLink

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granted hereby also secures the performance of all of the obligations of the "Developer" as defined in the Development Agreement, under the Development Agreement. Herein the indebtedness, liabilities and obligations secured by the Collateral will be referred to collectively as the "Secured. Obligations". 3. Definitions. Unless the context otherwise requires, all terms used herein which are defined in Articles 1, 8 and 9 of the UCC as presently enacted in the State of Indiana (the "UCC") have the meanings therein stated. 4. Covenants, Representations and Warranties. Pledgors hereby covenant, represent and warrant that: 4.1 The names of all members of Issuer, and their respective percentage membership interests, are as set forth on Exhibit A attached hereto and made a part hereof. 4.2 Pledgors have title to and are the sole legal and beneficial owners of the Collateral free of any liens, security interests, claims or other encumbrances of any kind limiting the transferability of the Collateral, except as granted herein. 4.3 The Collateral represents one hundred percent (100%) of the outstanding membership interests in Issuer. Pledgors agree that they will not transfer, convey, sell, encumber, pledge, hypothecate or otherwise dispose of any of their interest in the Collateral without the prior consent of the HRA. 4.4 The pledge of Collateral pursuant to this Pledge Agreement is duly authorized under the terms of all agreements limiting the transferability of the Collateral and all necessary consents, if any, to the transfer of the Collateral pursuant to this Pledge Agreement have been obtained. Without limiting the foregoing, the Pledgors specifically represent and warrant that the security interest granted hereby is authorized under the terms of, and fully satisfies the requirements of, any restriction on the assignment of financial or governance rights in Issuer arising under the laws of Indiana (including without limitation the Indiana Limited Liability Company Act), the articles of organization or regulations of Issuer, any resolution adopted by the members of Issuer, any written action by members of Issuer, or among them and Issuer or otherwise. 4.5 If the Pledged Membership Interests are now or at any time hereafter certificated, Pledgors shall immediately (i) execute and deliver to the HRA Irrevocable Assignments in Blank covering all of the Pledged Membership Interests, in the form attached hereto as Exhibit B, and (ii) deliver the original certificates, endorsed in blank, to the HRA. 4.6 If, at any time, the Issuer elects to have the Pledged Membership Interests treated as securities governed by Article 8 of the UCC (defined below) and the Pledged Membership Interests are not certificated, Pledgors will immediately enter into a control agreement with the HRA with respect to the Pledged Membership Interests in a form and in substance acceptable to the HRA. 28