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EXHIBIT 10.25(C)
THIRD PARTY PLEDGE AGREEMENT
DATE November 29, 2000
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Secured
Pledgor Sterne Agee & ▇▇▇▇▇ Group, Inc. Party The Bank
Business
or
Residence Address ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Address
City, City,
▇▇▇▇▇ & ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Zip Code Code
1. SECURITY INTEREST AND COLLATERAL. To Secure (check one):
[ ] the payment and performance of each and every debt, liability and
obligation of every type and description which ____________ ("Debtor")
may now or at any time hereafter owe to Secured Party (whether such
debt, liability or obligation now exists or is hereafter created or
incurred, and whether it is or may be direct or indirect, due or to
become due, absolute or contingent, primary or secondary, liquidated or
unliquidated, or joint, several or joint and several; all such debts,
liabilities and obligations being herein collectively referred to as
the "Obligations").
[X] the debt, liability or obligation of ▇▇▇▇▇ ▇▇▇▇▇▇▇ WIRELESS
CORPORATION ("Debtor") to Secured Party evidenced by or arising under
the following ▇▇▇▇▇ ▇▇▇▇▇▇▇ WIRELESS CORPORATION , and any extensions,
renewals or replacements thereof (herein referred to as the
"Obligations"), Pledgor hereby grants Secured Party a security interest
(herein called the "Security Interest") in (check one):
[ ] all property of any kind now or at any time hereafter owned by
Pledgor, or in which Pledgor may now or hereafter have an interest,
which may now be or may at any time hereafter come into the possession
or control of Secured Party or into the possession or control of
Secured Party's agents or correspondents, whether such possession or
control is given for collateral purposes or for safekeeping, together
with all proceeds of and other rights in connection with such property
(herein called the "Collateral").
[X] the property owned by Pledgor and held by Secured Party that is
described as follows: CD #39142, together with all rights in
connection with that property (herein called the "Collateral").
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor represents, warrants
and covenants that:
(a) Pledgor will duly endorse, in blank, each and every instrument
constituting Collateral by signing on said instrument or by signing a separate
document of assignment or transfer, if required by Secured Party.
(b) Pledgor is the owner of the Collateral free and clear of all liens,
encumbrances, security interests and restrictions, except the Security Interest
and any restrictive legend appearing on any instrument constituting Collateral.
(c) Pledgor will keep the Collateral free and clear of all liens,
encumbrances and security interests, except the Security Interest.
(d) Pledgor will pay, when due, all taxes and other governmental
charges levied or assessed upon or against any Collateral.
(e) At any time, upon request by Secured Party, Pledgor will deliver to
Secured Party all notices, financial statements, reports or other communications
received by Pledgor as an owner or holder of the Collateral.
(f) Pledgor will upon receipt deliver to Secured Party in pledge as
additional Collateral all securities distributed on account of the Collateral
such as stock dividends and securities resulting from stock splits,
reorganizations and recapitalizations.
3. RIGHTS OF SECURED PARTY. Pledgor agrees that Secured Party may at any
time, whether before or after the occurrence of any Event of Default
and without notice or demand of any kind, (i) notify the obligor on or
issuer of any Collateral to make payment to Secured Party of any
amounts due or distributable thereon, (ii) in Pledgor's name or Secured
Party's name enforce collection of any Collateral by suit or otherwise,
or surrender, release or exchange all or any part of it, or compromise,
extend or renew for any period any obligation evidenced by the
Collateral, (iii) receive all proceeds of the Collateral, and (iv) hold
any increase or profits received from the Collateral as additional
security for the Obligations, except that any money received from the
Collateral shall, at Secured Party's option, be applied in reduction of
the Obligations, in such order of application as Secured Party may
determine, or be remitted to Debtor.
THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF,
ALL OF WHICH ARE MADE A PART HEREOF.
STERNE, AGEE & ▇▇▇▇▇ GROUP, INC.
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By /s/ F. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: CFO
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By
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Title
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ADDITIONAL PROVISIONS
4. EVENTS OF DEFAULT. Each of the following occurrences shall constitute
an event of default under this Agreement (herein called "Event of Default"): (i)
Debtor shall fail to pay any or all of the Obligations when due or (if payable
on demand) on demand; (ii) Pledgor shall fail to observe or perform any covenant
or agreement herein binding on Pledgor; (iii) any representation or warranty by
Pledgor set forth in this Agreement or made to Secured Party in any financial
statement or report submitted to Secured Party by or on behalf of Debtor shall
prove materially false or misleading; (iv) Debtor shall voluntarily file or have
involuntarily filed against it a petition under the United States Bankruptcy
Code.
5. REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of
Default and at any time thereafter, Secured Party may exercise any one or more
of the following rights or remedies: (i) declare all unmatured Obligations to be
immediately due and payable, and the same shall thereupon be immediately due and
payable, without presentment or other notice or demand; (ii) exercise all voting
and other rights as a holder of the Collateral; (iii) exercise and enforce any
or all rights and remedies available upon default to a secured party under the
Uniform Commercial Code, including the right to offer and sell the Collateral
privately to purchasers who will agree to take the Collateral for investment and
not with a view to distribution and who will agree to the imposition of
restrictive legends on the certificates representing the Collateral, and the
right to arrange for a sale which would otherwise qualify as exempt from
registration under the Securities Act of 1933; and if notice to Pledgor of any
intended disposition of the Collateral or any other intended action is required
by law in a particular instance, such notice shall be deemed commercially
reasonable if given at least 10 calendar days prior to the date of intended
disposition or other action; (iv) exercise or enforce any or all other rights or
remedies available to Secured Party by law or agreement against the Collateral,
against Pledgor or against any other person or property. Upon the occurrence of
the Event of Default described in Section 4(iv); all Obligations shall be
immediately due and payable without demand or notice thereof.
6. WAIVERS BY PLEDGOR. Pledgor waives notice of Secured Party's acceptance
hereof and notice of the creation, existence and payment or nonpayment of the
Obligations. None of the following acts or things (which Secured Party is
authorized to do or not to do with or without notice to Pledgor) shall in any
way affect or impair the Security Interest or Pledgor's liabilities and
obligations hereunder; (a) any extension or renewal (whether or not for longer
than the original period) of any or all of the Obligations; (b) any change in
the terms of payment or other terms of any or all of the Obligations or any
Collateral therefor, or any substitution or exchange of any evidence of any or
all of the Obligations or Collateral therefor, or any release of any Collateral
for any or all of the Obligations; (c) any waiver or forbearance granted to
Debtor or any other person liable with respect to any or all of the Obligations
or any release of, compromise with, or failure to assert rights against Debtor
or any such other person; (d) the procurement or failure to procure any other
Collateral for or guarantors or sureties of any or all of the Obligations; (e)
the transfer to any person, at any time, of any interest in any of the
Obligations or any Collateral therefor; (f) any arrangement, composition,
extension, moratoria or other relief granted to Debtor pursuant to any statute
now in force or hereafter enacted; (g) any interruption in business relations
between Secured Party and Debtor; (h) the failure or neglect to protect or
preserve any Obligation or any Collateral therefor, or to exercise any right
which may be available to Secured Party by law or agreement prior to or after an
Event of Default or a default under any other agreement, or any delay in doing
any of the foregoing; (i) the failure or neglect to ascertain or assure that the
proceeds of any loan to Debtor are used in any particular manner; and (j) the
application or failure to apply in any particular manner any payments or credits
upon the Obligations.
7. OTHER COLLATERAL. Whether or not Pledgor requests or demands that
Secured Party do so, Secured Party shall not be required before exercising and
enforcing its rights under this Agreement first to resort for payment of the
Obligations to Debtor or to any guarantor or surety or other person obligated
with respect to any Obligation, or to their properties or estates, or to any
security interest or other collateral securing payment of any or all of the
Obligations, or to any other interest, properties, liens, rights or remedies
whatsoever. Pledgor agrees to defer exercising, and hereby waives, any and all
rights which Pledgor might otherwise have to obtain reimbursement or payment
from Debtor or other persons obligated with respect to any or all of the
Obligations or out of the property of Debtor or of such other persons (whether
such rights to obtain reimbursement or payment are rights of recourse, rights of
subrogation, rights of contribution, or otherwise) until all the Obligations
shall have been fully paid to Secured Party.
8. MISCELLANEOUS. Any disposition of the Collateral in the manner provided
in Section 5 shall be deemed commercially reasonable. This Agreement can be
waived, modified, amended, terminated or discharged, and the Security Interest
can be released, only explicitly in a writing signed by Secured Party. A waiver
signed by Secured Party shall be effective only in the specific instance and for
the specific purpose given. Mere delay or failure to act shall not preclude the
exercise or enforcement of any Secured Party's rights or remedies. All rights
and remedies of Secured Party shall be cumulative and may be exercised
singularly or concurrently, at Security Party's option, and the exercise or
enforcement of any one such right or remedy shall neither be a condition to nor
bar the exercise or enforcement of any other. All notices to be given to Pledgor
shall be deemed sufficiently given if delivered or mailed by registered or
certified mail, postage prepaid, to Pledgor at its address set forth above or at
the most recent address shown on Secured Party's records. Secured Party's duty
of care with respect to Collateral in its possession (as imposed by law) shall
be deemed fulfilled if Secured Party exercises reasonable care in physically
safekeeping such Collateral or, in the case of Collateral in the custody or
possession of a bailee or other third person, exercises reasonable care in the
selection of the bailee or other third person, and Secured Party need not
otherwise preserve, protect, insure or care for any Collateral. Secured Party
shall not be obligated to preserve any rights Pledgor may have against prior
parties, to exercise at all or in any particular manner any voting rights which
may be available with respect to any Collateral, to realize on the Collateral at
all or in any particular manner or order, or to apply any cash proceeds of
Collateral in any particular order of application. Pledgor will reimburse
Secured Party for all expenses (including reasonable attorneys' fees and legal
expenses) incurred by Secured Party in the protection, defense or enforcement of
the Security Interest, including expenses incurred in any litigation or
bankruptcy or insolvency proceedings. This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective heirs,
representatives, successors and assigns and shall take effect when signed by
Pledgor and delivered to Secured Party. Except to the extent otherwise required
by law, this Agreement shall be governed by the laws of the state in which it is
executed and, unless the context otherwise requires, all terms used herein which
are defined in Articles 1 and 9 of the Uniform Commercial Code, as in effect in
said state, shall have the meanings therein stated. If any provision or
application of this Agreement is held unlawful or unenforceable in any respect,
such illegality or unenforceability shall not affect other provisions or
applications which can be given effect, and this Agreement shall be construed as
if the unlawful or unenforceable provision or application had never been
contained herein or prescribed hereby. All representations and warranties
contained in this Agreement shall survive the execution, delivery and
performance of this Agreement and the creation and payment of the Obligations.
If this Agreement is signed by more than one person as Pledgor, the term
"Pledgor" shall refer to each of them separately and to both or all of them
jointly; all such persons shall be bound both severally and jointly with the
other(s); and all property described in Section 1 shall be included as part of
the Collateral, whether it is owned jointly by both or all Pledgors or is owned
in whole or in part by one (or more) of them.
