OTHERWISE RESTRICTS ITS VOTING
RIGHTS IN ANY WAY.
(J)
BORROWER SHALL PROMPTLY DELIVER TO LENDER, OR CAUSE THE ISSUER OR
ANY OTHER ENTITY ISSUING THE COLLATERAL TO DELIVER DIRECTLY TO LENDER, SHARE
CERTIFICATES OR OTHER INSTRUMENTS REPRESENTING ANY COLLATERAL ACQUIRED OR
RECEIVED AFTER THE DATE OF THIS PLEDGE AGREEMENT WITH A STOCK OR BOND POWER DULY
EXECUTED BY SUCH BORROWER SUBSTANTIALLY IN THE FORM ATTACHED SCHEDULE III. IF AT
ANY TIME LENDER NOTIFIES SUCH BORROWER THAT IT REQUIRES ADDITIONAL STOCK OR BOND
POWERS ENDORSED IN BLANK, SUCH BORROWER SHALL PROMPTLY EXECUTE IN BLANK AND
DELIVER THE REQUESTED STOCK POWER TO THE REQUESTING PARTY.
(K)
BORROWER SHALL NOTIFY LENDER OF ANY CONTEMPLATED CHANGE TO THE
INFORMATION PROVIDED ON SCHEDULE I HEREOF, AT LEAST THIRTY (30) DAYS PRIOR TO
SUCH CHANGE TAKING EFFECT.
6.
CERTAIN UNDERSTANDINGS OF PARTIES; REGISTRATION OF PLEDGE;
CONTROL OF PLEDGED COLLATERAL, ETC.
(A)
THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH OF THE PLEDGED
INTERESTS IS A "SECURITY" (AS DEFINED IN SECTION 8-102(A) AND SECTION 8-103 OF
THE CODE).
THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE PLEDGED INTERESTS
ARE NOT AND WILL NOT BE INVESTMENT SECURITIES WITHIN THE MEANING OF SECTION
8-103 OF THE CODE.
(B)
REGISTRATION OF PLEDGE; CONTROL OF COLLATERAL.
NOTWITHSTANDING
THE FOREGOING, TO BETTER ASSURE THE PERFECTION OF THE SECURITY INTEREST OF
LENDER IN THE PLEDGED INTERESTS CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT, BORROWER SHALL SEND WRITTEN INSTRUCTIONS IN THE FORM OF EXHIBIT
B HERETO TO ISSUER, AND SHALL CAUSE THE ISSUER TO, AND THE ISSUER SHALL, DELIVER
TO LENDER THE CONFIRMATION STATEMENT AND INSTRUCTION AGREEMENT IN THE FORM OF
EXHIBIT C HERETO PURSUANT TO WHICH THE ISSUER WILL CONFIRM THAT IT HAS
REGISTERED THE
PLEDGE EFFECTED BY THIS AGREEMENT ON ITS BOOKS AND AGREES TO COMPLY WITH THE
INSTRUCTIONS OF LENDER IN RESPECT OF THE PLEDGED INTERESTS WITHOUT FURTHER
CONSENT OF BORROWER OR ANY OTHER PERSON.
NOTWITHSTANDING ANYTHING IN THIS
PARAGRAPH, NEITHER THE WRITTEN INSTRUCTIONS NOR THE CONFIRMATION STATEMENT AND
INSTRUCTION AGREEMENT SHALL BE CONSTRUED AS EXPANDING THE RIGHTS OF LENDER TO
GIVE INSTRUCTIONS WITH RESPECT TO THE COLLATERAL BEYOND SUCH RIGHTS SET FORTH IN
THIS AGREEMENT.
(C)
IN THE EVENT THAT LENDER ASSIGNS ITS
INTEREST IN THE LOAN IN ACCORDANCE WITH THE LOAN AGREEMENT, BORROWER WILL
PROMPTLY EXECUTE AND DELIVER OR CAUSE MORTGAGE BORROWER TO EXECUTE AND DELIVER,
AS APPLICABLE, REVISED VERSIONS OF THE DOCUMENTS ATTACHED AS EXHIBITS A-C IN
FAVOR OF THE ASSIGNEE THEREOF.
(D)
IRREVOCABLE PROXY.
SOLELY WITH RESPECT TO
ARTICLE 8 MATTERS, BORROWER HEREBY IRREVOCABLY GRANTS AND APPOINTS LENDER, FROM
THE DATE OF THIS AGREEMENT UNTIL THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE
WITH ITS TERMS, AS BORROWER'S TRUE AND LAWFUL PROXY, FOR AND IN BORROWER'S NAME,
PLACE AND STEAD TO VOTE THE PLEDGED INTEREST IN ISSUER BY BORROWER, WHETHER
DIRECTLY OR INDIRECTLY, BENEFICIALLY OR OF RECORD, NOW OWNED OR HEREAFTER
ACQUIRED, WITH RESPECT TO SUCH ARTICLE 8 MATTERS.
THE PROXY GRANTED AND
APPOINTED IN THIS SECTION 6(D) SHALL INCLUDE THE RIGHT TO SIGN BORROWER'S NAME