SECURITIES EXCHANGES OR IN
SECURITIES MARKETS, (II) ARE BY THEIR TERMS EXPRESSLY SUBJECT TO ARTICLE 8 OF
THE UNIFORM COMMERCIAL CODE OF ANY JURISDICTION, (III) CONSTITUTE AN INVESTMENT
COMPANY SECURITY OR (IV) ARE HELD IN A SECURITIES ACCOUNT (IN EACH CASE WITHIN
THE MEANING OF SECTION 8-103(C) OF THE CODE); AND
(I)
ALL CONSENTS OF EACH REQUIRED MEMBER IN EACH LIMITED LIABILITY
COMPANY OR EACH REQUIRED PARTNER IN EACH PARTNERSHIP TO THE GRANT OF THE
SECURITY INTERESTS PROVIDED HEREBY AND TO THE TRANSFER OF THE PLEDGED LLC
INTERESTS OR PLEDGED PARTNERSHIP INTERESTS, AS THE CASE MAY BE, TO THE LENDER OR
ITS DESIGNEE PURSUANT TO THE EXERCISE OF ANY REMEDIES UNDER SECTION 8 HEREOF
HAVE BEEN OBTAINED AND ARE IN FULL FORCE AND EFFECT.
5.
COVENANTS.
EACH PLEDGOR COVENANTS AND AGREES WITH THE LENDER
THAT, FROM AND AFTER THE DATE OF THIS PLEDGE AGREEMENT UNTIL THE OBLIGATIONS ARE
PAID IN FULL:
(A)
IF ANY PLEDGOR SHALL, AS A RESULT OF ITS OWNERSHIP OF THE PLEDGED
COLLATERAL, BECOME ENTITLED TO RECEIVE OR SHALL RECEIVE ANY STOCK CERTIFICATE,
PARTNERSHIP INTEREST CERTIFICATE OR MEMBERSHIP INTEREST CERTIFICATE OR SIMILAR
CERTIFICATE EVIDENCING SUCH INTEREST (INCLUDING, WITHOUT LIMITATION, ANY
CERTIFICATE REPRESENTING A STOCK DIVIDEND OR A DISTRIBUTION IN CONNECTION WITH
ANY RECLASSIFICATION, INCREASE OR REDUCTION OF CAPITAL OR ANY CERTIFICATE ISSUED
IN CONNECTION WITH ANY REORGANIZATION), OPTION OR RIGHTS, WHETHER IN ADDITION
TO, IN SUBSTITUTION FOR, AS A CONVERSION OF, OR IN EXCHANGE FOR ANY SHARES OF
THE PLEDGED COLLATERAL, OR OTHERWISE IN RESPECT THEREOF, EACH PLEDGOR SHALL
ACCEPT THE SAME AS THE LENDER'S AGENT, HOLD THE SAME IN TRUST FOR THE LENDER AND
DELIVER THE SAME FORTHWITH TO THE LENDER IN THE EXACT FORM RECEIVED, DULY
INDORSED BY SUCH PLEDGOR TO THE LENDER, IF REQUIRED, TOGETHER WITH AN UNDATED
STOCK OR TRANSFER POWER COVERING SUCH CERTIFICATE DULY EXECUTED IN BLANK AND
WITH, IF THE LENDER SO REQUESTS, SIGNATURE GUARANTEED, TO BE HELD BY THE LENDER,
SUBJECT TO THE TERMS HEREOF AS ADDITIONAL COLLATERAL SECURITY FOR THE
OBLIGATIONS.
UPON THE LIQUIDATION OR DISSOLUTION OF ANY OF THE ISSUERS, THE
PLEDGOR SHALL NOTIFY THE LENDER IN ADVANCE OF SUCH LIQUIDATION OR DISSOLUTION
AND THE PROCEEDS THEREOF SHALL BE PAID OVER TO THE LENDER FOR REPAYMENT OF THE
LOAN IN ACCORDANCE WITH THE LOAN AGREEMENT, AND IN CASE ANY DISTRIBUTION OF
CAPITAL SHALL BE MADE ON OR IN RESPECT OF THE PLEDGED COLLATERAL OR ANY PROPERTY
SHALL BE DISTRIBUTED UPON OR WITH RESPECT TO THE PLEDGED COLLATERAL PURSUANT TO
THE RECAPITALIZATION OR RECLASSIFICATION OF THE CAPITAL OF ANY OF THE ISSUERS OR
PURSUANT TO THE REORGANIZATION THEREOF, THE PROPERTY SO DISTRIBUTED SHALL BE
DELIVERED TO THE LENDER AND THE ISSUER, SUBJECT TO THE TERMS HEREOF, AS
ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS.
IF ANY SUMS OF MONEY OR
PROPERTY SO PAID OR DISTRIBUTED IN RESPECT OF THE PLEDGED COLLATERAL SHALL BE
RECEIVED BY PLEDGOR, SUCH PLEDGOR SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR
DELIVERED TO THE LENDER, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR THE