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Collateral Pledge Agreement

 

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Title:

Collateral Pledge Agreement

Entities:

Blonder Tongue Laboratories Inc.; Commerce Bank, NA

Date:

2004

Size:

Preview shows 4KB of 21KB total

Price:

$41

ID:

#906246

 

 

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COLLATERAL PLEDGE AGREEMENT


This Collateral Pledge Agreement ("Agreement"), dated as of November 14,
2003, is made by Blonder Tongue Laboratories, Inc., a Delaware corporation
("Pledgor"), in favor of Commerce Bank, N.A. ("Secured Party"). Background

A. This Agreement is executed in connection with that certain First
Amendment and Waiver to Loan and Security Agreement between Pledgor and Secured
Party dated as of the date hereof ("First Amendment" and collectively with that
certain Loan and Security Agreement dated March 20, 2002 by and between Pledgor
and Secured Party, as same has been or may be amended, supplemented, restated,
replaced or otherwise modified from time to time, the "Loan Agreement"). All
capitalized terms used herein and not otherwise defined shall have the same
meanings assigned to such terms in the Loan Agreement.

B. This Agreement is given and is intended to provide additional security
for the Obligations owing by Pledgor to Secured Party.

NOW THEREFORE, for other good and sufficient consideration, the receipt of
which is hereby acknowledged, Pledgor, intending to be legally bound hereby,
covenants and agrees as follows:

1. Pledgor, for the purpose of granting a continuing lien and security
interest, does hereby assign, pledge, hypothecate, deliver and set over to
Secured Party, its successors and assigns, all now owned or hereafter acquired
or arising investment property, including without limitation all of the
following property, together with any additions, exchanges, replacements and
substitutions therefor, dividends and distributions with respect thereto, and
the proceeds thereof (collectively, the "Pledged Collateral") all of Pledgor's
membership interests in those limited liability companies listed on Schedule I
attached hereto, whether now owned or hereafter acquired by Pledgor or in which
Pledgor now or hereafter has any rights, options or warrants, together with all
certificates representing such interests, if any, and all rights (but none of
the obligations) under or arising out of the applicable organizational documents
of such companies.

2. The pledge and security interest described herein shall continue in
effect to secure all Obligations from time to time outstanding unless and until
all Obligations have been indefeasibly paid and satisfied in full and Secured
Party's commitment to make Advances is terminated.

3. Pledgor hereby represents and warrants that:

a. Except as pledged herein, Pledgor has not sold, assigned,
transferred, pledged or granted any option or security interest in or otherwise
hypothecated the Pledged Collateral in any manner whatsoever and the Pledged
Collateral is pledged herewith free and clear of any and all liens, security
interests, encumbrances, claims, pledges, restrictions, legends, and options;

b. Pledgor has the full power and authority to execute, deliver, and
perform under this Agreement and to pledge the Pledged Collateral hereunder;
<PAGE>


c. This Agreement constitutes the valid and binding obligation of
Pledgor, enforceable in accordance with its terms, and the pledge of the Pledged
Collateral referred to herein is not in violation of and shall not create any
default under any operating agreement of any limited liability company listed on
Schedule I attached hereto, or any other material agreement, undertaking or
obligation of Pledgor;

d. The Pledged Collateral has been duly and validly authorized and
issued by the issuer thereof and such Pledged Collateral is fully paid for and
non-assessable;


 

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