COLLATERAL (AN "ISSUER") WITH OR
INTO ANOTHER ENTITY, OR (II) A CHANGE OR AMENDMENT TO THE ARTICLES OF
INCORPORATION OF BY-LAWS OF AN ISSUER EXCEPT IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE LOAN AGREEMENT, OR (III) AN ISSUER ENGAGING IN ANY OTHER
BUSINESS VENTURE OR UNDERTAKING OTHER THAN THOSE IN WHICH SUCH ISSUER IS
CURRENTLY ENGAGED, OR (IV) AN ISSUER APPLYING FOR OR CONSENTING TO THE
APPOINTMENT OF A RECEIVER, TRUSTEE, OR LIQUIDATOR FOR ITSELF OR ANY OF ITS
PROPERTY, OR (V) AN ISSUER ADMITTING IN WRITING ITS INABILITY TO PAY ITS DEBTS
AS THEY MATURE, OR (VI) THE GENERAL ASSIGNMENT BY AN ISSUER FOR THE BENEFIT OF
CREDITORS, OR (VII) THE ADJUDICATION OF AN ISSUER AS BANKRUPT OR INSOLVENT, OR
4
(VIII) THE FILING BY AN ISSUER OF A VOLUNTARY PETITION IN BANKRUPTCY OR A
PETITION OR ANSWER SEEKING REORGANIZATION OR AN ARRANGEMENT WITH CREDITORS.
7.8
TAXES; CLAIMS FOR LABOR AND MATERIALS.
PLEDGOR WILL PAY OR CAUSE
TO BE PAID WHEN DUE ALL TAXES, ASSESSMENTS, GOVERNMENTAL CHARGES OR LEVIES
IMPOSED UPON PLEDGOR OR PLEDGOR'S INCOME, PROFITS, OR ANY PROPERTY BELONGING TO
PLEDGOR, INCLUDING WITHOUT LIMITATION ALL WITHHOLDING TAXES, AND ALL CLAIMS FOR
LABOR, MATERIALS AND SUPPLIES WHICH, IF UNPAID, MIGHT BECOME A LIEN OR CHARGE
UPON ANY OF ITS PROPERTIES OR ASSETS.
7.9
ADDITIONAL DOCUMENTS AND FUTURE ACTIONS.
PLEDGOR WILL, AT ITS SOLE
COST, TAKE SUCH ACTIONS AND PROVIDE BANK FROM TIME TO TIME WITH SUCH AGREEMENTS,
FINANCING STATEMENTS AND ADDITIONAL INSTRUMENTS, DOCUMENTS OR INFORMATION AS THE
BANK MAY IN ITS REASONABLE DISCRETION DEEM NECESSARY OR ADVISABLE TO PERFECT,
PROTECT AND MAINTAIN THE SECURITY INTERESTS IN THE COLLATERAL, OR ANY PORTION
THEREOF, TO PERMIT BANK TO PROTECT ITS INTEREST IN THE COLLATERAL, OR ANY
PORTION THEREOF, OR TO CARRY OUT THE TERMS OF THE LOAN DOCUMENTS.
PLEDGOR
HEREBY AUTHORIZES AND APPOINTS BANK AS ITS ATTORNEY-IN-FACT, WITH FULL POWER OF
SUBSTITUTION, TO TAKE SUCH ACTIONS AS BANK MAY DEEM ADVISABLE TO PROTECT THE
COLLATERAL AND ITS INTERESTS THEREON AND ITS RIGHTS HEREUNDER, TO EXECUTE ON
PLEDGOR'S BEHALF AND FILE AT PLEDGOR'S EXPENSE FINANCING STATEMENTS, AND
AMENDMENTS THERETO, IN THOSE PUBLIC OFFICES DEEMED NECESSARY OR APPROPRIATE BY
BANK TO ESTABLISH, MAINTAIN AND PROTECT A CONTINUOUSLY PERFECTED SECURITY
INTEREST IN THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, TO RECEIVE, ENDORSE
AND COLLECT ALL CERTIFICATES, INSTRUMENTS AND SECURITIES MADE PAYABLE TO OR
ISSUED TO PLEDGOR REPRESENTING ANY DIVIDEND, INTEREST, OR OTHER DISTRIBUTION IN
RESPECT OF THE COLLATERAL, OR ANY PORTION THEREOF, AND TO EXECUTE ON PLEDGOR'S
BEHALF SUCH OTHER DOCUMENTS AND NOTICES AS BANK MAY DEEM ADVISABLE TO PROTECT
THE COLLATERAL AND BANK'S INTERESTS THEREIN AND BANK'S RIGHTS HEREUNDER.
SUCH
POWER BEING COUPLED WITH AN INTEREST IS IRREVOCABLE.
PLEDGOR IRREVOCABLY
AUTHORIZES THE FILING OF A CARBON, PHOTOGRAPHIC OR OTHER COPY OF THIS AGREEMENT,
OR OF A FINANCING STATEMENT, AS A FINANCING STATEMENT AND AGREES THAT SUCH
FILING IS SUFFICIENT AS A FINANCING STATEMENT.
7.10
REQUESTED INFORMATION.
WITH REASONABLE PROMPTNESS, DELIVER TO BANK
ALL SUCH OTHER DATA AND INFORMATION IN RESPECT OF THE