PLEDGED COLLATERAL TO THE SENIOR LENDER SHALL BE
DEEMED TO SATISFY THE REQUIREMENTS OF THIS SECTION 8(B).
(C)
INFORMATION.
PLEDGOR SHALL FURNISH TO
PAYEE, FROM TIME TO TIME UPON REASONABLE REQUEST, STATEMENTS AND SCHEDULES
FURTHER IDENTIFYING, UPDATING, AND DESCRIBING THE PLEDGED COLLATERAL AND SUCH
OTHER INFORMATION, REPORTS AND EVIDENCE CONCERNING THE PLEDGED COLLATERAL AS
PAYEE MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
8
(D)
RESTRICTIONS.
THE PLEDGOR SHALL NOT
(I) SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR
GRANT ANY OPTION OR SIMILAR RIGHT WITH RESPECT TO, ANY OF THE PLEDGED
COLLATERAL; OR (II) CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO
ANY OF THE PLEDGED COLLATERAL EXCEPT FOR THE LIENS IN FAVOR OF THE FIRST LIEN
SECURED PARTY AND LIENS PERMITTED BY THE SECURITIES PURCHASE AGREEMENT.
IN
ADDITION, PLEDGOR SHALL NOT USE OR PERMIT THE USE OF ANY PLEDGED COLLATERAL IN
VIOLATION OF ANY PROVISION OF APPLICABLE LAW AND SHALL DO ANYTHING TO IMPAIR THE
RIGHTS OF PAYEE IN ANY OF THE PLEDGED COLLATERAL, EXCEPT AS PERMITTED BY THE
SECURITIES PURCHASE AGREEMENT.
(E)
ISSUANCES.
PLEDGOR AGREES THAT IT WILL NOT
VOTE TO ENABLE, AND WILL NOT OTHERWISE PERMIT, ANY ISSUER TO (I) ISSUE ANY
STOCK, MEMBERSHIP INTERESTS OR OTHER SECURITIES (INCLUDING ANY WARRANTS,
OPTIONS, SUBSCRIPTIONS OR THE LIKE FOR THE PURCHASE OF STOCK, MEMBERSHIP
INTERESTS OR OTHER SECURITIES) IN ADDITION TO OR IN SUBSTITUTION FOR ANY OF THE
PLEDGED SECURITIES OR (II) DISSOLVE, LIQUIDATE, RETIRE ANY OF ITS STOCK OR
MEMBERSHIP INTERESTS, REDUCE ITS CAPITAL OR MERGE OR OTHERWISE CONSOLIDATE WITH
ANY OTHER PERSON.
(F)
VOTING RIGHTS; DIVIDENDS.
(I)
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS THEN CONTINUING:
(A)
PLEDGOR SHALL BE ENTITLED TO EXERCISE ANY AND
ALL VOTING AND OTHER CONSENSUAL RIGHTS PERTAINING TO THE PLEDGED COLLATERAL, OR
ANY PART THEREOF, FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OF THIS NOTE;
AND
(B)
PLEDGOR SHALL BE ENTITLED TO RECEIVE ALL
DISTRIBUTIONS, DIVIDENDS (IN THE FORM OF CASH, SECURITIES OR OTHERWISE), CASH,
INSTRUMENTS, CHATTEL PAPER AND OTHER RIGHTS, PROPERTY OR PROCEEDS AND PRODUCTS
FROM TIME TO TIME RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF
THE PLEDGED COLLATERAL.
(II)
AT ANY TIME THAT AN EVENT OF DEFAULT HAS
OCCURRED AND IS THEN CONTINUING:
(A)
ALL RIGHTS OF THE PLEDGOR TO EXERCISE VOTING
AND OTHER CONSENSUAL RIGHTS IN RESPECT OF THE PLEDGED COLLATERAL SHALL
IMMEDIATELY CEASE TO BE EFFECTIVE AND ALL SUCH VOTING AND OTHER CONSENSUAL
RIGHTS SHALL BECOME VESTED IN PAYEE AND PAYEE SHALL THEREUPON HAVE THE SOLE
RIGHT TO EXERCISE SUCH VOTING AND OTHER CONSENSUAL RIGHTS (INCLUDING, WITHOUT
LIMITATION, THE RIGHT TO VOTE IN FAVOR OF, AND TO EXCHANGE ANY OR ALL OF THE
PLEDGED COLLATERAL UPON, THE CONSOLIDATION, RECAPITALIZATION, MERGER OR OTHER
REORGANIZATION WITH RESPECT TO AN ISSUER).
IN ORDER TO EFFECT THE FOREGOING,
THE PLEDGOR HEREBY GRANTS TO PAYEE AN IRREVOCABLE PROXY TO VOTE THE PLEDGED
COLLATERAL AND, ANY TIME THAT AN EVENT OF DEFAULT EXISTS, THE PLEDGOR AGREES TO
EXECUTE