(AS A MEMBER OF ISSUER) TO ANY CONSENT, CERTIFICATE OR OTHER DOCUMENT RELATING
TO AN ARTICLE 8 MATTER AND THE PLEDGED INTERESTS THAT APPLICABLE LAW MAY PERMIT
OR REQUIRE, TO CAUSE THE PLEDGED INTEREST TO BE VOTED IN ACCORDANCE WITH THE
PRECEDING SENTENCE.
BORROWER HEREBY REPRESENTS AND WARRANTS THAT THERE ARE NO
OTHER PROXIES OR POWERS OF ATTORNEY WITH RESPECT TO AN ARTICLE 8 MATTER AND THE
PLEDGED INTEREST THAT BORROWER MAY HAVE GRANTED OR APPOINTED.
BORROWER WILL NOT
GIVE A SUBSEQUENT PROXY OR POWER OF ATTORNEY OR ENTER INTO ANY OTHER VOTING
AGREEMENT WITH RESPECT TO THE PLEDGED INTEREST WITH RESPECT TO ANY ARTICLE 8
MATTER AND ANY ATTEMPT TO DO SO WITH RESPECT TO AN ARTICLE 8 MATTER SHALL BE
VOID AND OF NO EFFECT.
AS USED HEREIN, "ARTICLE 8 MATTER" MEANS ANY ACTION, DECISION, DETERMINATION OR
ELECTION BY ISSUER OR ITS MEMBER(S) THAT ITS MEMBERSHIP INTERESTS OR OTHER
EQUITY INTERESTS, OR ANY OF THEM, BE, OR CEASE TO BE, A "SECURITY" AS DEFINED IN
AND GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE, AND ALL OTHER MATTERS
RELATED TO ANY SUCH ACTION, DECISION, DETERMINATION OR ELECTION.
THE PROXIES AND POWERS GRANTED BY THE PLEDGOR PURSUANT TO THIS AGREEMENT ARE
COUPLED WITH AN INTEREST AND ARE GIVEN TO SECURE THE PERFORMANCE OF THE
PLEDGOR'S OBLIGATIONS.
7.
CASH DIVIDENDS; VOTING RIGHTS.
UNLESS
AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, BORROWER SHALL BE
PERMITTED TO RECEIVE ALL PROFITS, LOSSES, INCOME, SURPLUS, RETURN ON CAPITAL AND
EQUITY INTEREST DISTRIBUTIONS PAID IN THE NORMAL COURSE OF BUSINESS OF MORTGAGE
BORROWER AND TO EXERCISE ALL VOTING, CONSENT, ADMINISTRATION, MANAGEMENT AND
OTHER POWERS, RIGHTS AND REMEDIES OF BORROWER WITH RESPECT TO THE PLEDGED
INTERESTS, PROVIDED THAT NO VOTE SHALL BE CAST OR RIGHT EXERCISED OR OTHER
ACTION TAKEN WHICH, WOULD RESULT IN A DEFAULT OF ANY PROVISION OF THE LOAN
AGREEMENT, THE NOTE, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS.
8.
RIGHTS OF LENDER.
(A)
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, LENDER SHALL
HAVE THE RIGHT TO RECEIVE ANY AND ALL INCOME, DISTRIBUTIONS, PROCEEDS OR OTHER
PROPERTY RECEIVED OR PAID IN RESPECT OF THE PLEDGED INTERESTS OR OTHER
COLLATERAL AND MAKE APPLICATION THEREOF TO THE DEBT, IN SUCH ORDER AS LENDER, IN
ITS SOLE DISCRETION, MAY ELECT, IN ACCORDANCE WITH THE LOAN DOCUMENTS.
IF AN
EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THEN ALL SUCH PLEDGED INTERESTS
AT LENDER'S OPTION, SHALL BE REGISTERED IN THE NAME OF LENDER OR ITS NOMINEE (IF
NOT ALREADY SO REGISTERED), AND LENDER OR ITS NOMINEE MAY THEREAFTER EXERCISE
(I) ALL VOTING AND ALL EQUITY AND OTHER RIGHTS PERTAINING TO THE PLEDGED
INTERESTS AND (II) ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE, AND SUBSCRIPTION
AND ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO SUCH PLEDGED INTERESTS
AS IF IT WERE THE ABSOLUTE OWNER THEREOF (INCLUDING, WITHOUT LIMITATION, THE
RIGHT TO EXCHANGE AT ITS DISCRETION ANY AND ALL OF THE PLEDGED INTERESTS UPON
THE MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION OR OTHER