FILE ONE OR MORE FINANCING
OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATING TO ALL OR ANY PART
OF THE COLLATERAL OF THE PLEDGOR WITHOUT THE SIGNATURE OF THE PLEDGOR WHERE
PERMITTED BY LAW.
SECTION 7.
TRANSFERS AND OTHER LIENS; ADDITIONAL SHARES.
THE PLEDGOR AGREES
THAT IT WILL NOT (A) SELL, ASSIGN OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION
WITH RESPECT TO, ANY OF THE COLLATERAL, OTHER THAN THE CONVEYANCE OF THE
TREASURY STRIPS IN ACCORDANCE WITH THE TERMS HEREOF AND OF THE PURCHASE CONTRACT
AGREEMENT AND THE HOLDERS PLEDGE AGREEMENT; OR (B) CREATE OR SUFFER TO EXIST ANY
LIEN UPON OR WITH RESPECT TO ANY OF THE COLLATERAL EXCEPT FOR THE PLEDGE,
ASSIGNMENT AND SECURITY INTEREST CREATED UNDER THIS AGREEMENT AND LIENS ARISING
UNDER THE HOLDERS PLEDGE AGREEMENT.
SECTION 8.
AGENT MAY PERFORM.
IF THE PLEDGOR FAILS TO PERFORM OR OBSERVE ANY
OF THE TERMS, CONDITIONS, COVENANT AND AGREEMENTS TO BE OBSERVED OR PERFORMED BY
IT HEREUNDER, THE
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AGENT MAY DO THE SAME OR CAUSE IT TO BE DONE OR PERFORMED OR OBSERVED, EITHER IN
ITS NAME OR IN THE NAME AND ON BEHALF OF THE PLEDGOR OR TAKE SUCH OTHER ACTION,
AS THE AGENT DEEMS REASONABLY NECESSARY TO PROTECT THE SECURITY INTEREST GRANTED
HEREUNDER IN THE COLLATERAL OR TO PROTECT THE VALUE THEREOF AND THE PLEDGOR
HEREBY AUTHORIZES THE AGENT TO DO SO, BUT WITHOUT ANY OBLIGATION TO DO SO AND
WITHOUT NOTICE, ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE
EXPENSES OF THE AGENT INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE
PLEDGOR UNDER SECTION 11(B) HEREOF.
SECTION 9.
THE AGENT'S DUTIES.
THE POWERS CONFERRED ON THE AGENT HEREUNDER ARE
SOLELY TO PROTECT THE SECURED PARTIES' INTEREST IN THE COLLATERAL AND SHALL NOT
IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE OBLIGATION
TO USE REASONABLE CARE IN THE CUSTODY OF ANY COLLATERAL IN ITS POSSESSION AND
THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT HEREUNDER, THE AGENT SHALL
HAVE NO DUTY AS TO ANY COLLATERAL, AS TO ASCERTAINING OR TAKING ACTION WITH
RESPECT TO EXCHANGES, MATURITIES, TENDERS OR OTHER MATTERS RELATIVE TO ANY
COLLATERAL, WHETHER OR NOT ANY SECURED PARTY HAS OR IS DEEMED TO HAVE KNOWLEDGE
OF SUCH MATTERS, OR AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS
AGAINST ANY PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
THE AGENT
SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND
PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED
TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS ITS OWN PROPERTY.
SECTION 10.
REMEDIES.
IF ANY "EVENT OF DEFAULT" (AS SUCH TERM IS DEFINED UNDER
THE BRIDGE LOAN AGREEMENT) (EACH, AN "EVENT OF DEFAULT") SHALL HAVE OCCURRED AND
BE CONTINUING:
(A)
THE AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO
OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT, ALL
THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT UNDER THE