PERMITTED BY THE LOAN AGREEMENT;
(B)
PLEDGOR WILL, AT ITS EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE AND
DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTIONS AS LENDER FROM TIME TO
TIME MAY REQUEST IN ORDER TO ENSURE TO LENDER THE BENEFITS OF THE LIENS IN AND
TO THE PLEDGED COLLATERAL INTENDED TO BE CREATED BY THIS AGREEMENT, INCLUDING
THE FILING OF ANY NECESSARY CODE FINANCING STATEMENTS, WHICH MAY BE FILED BY
LENDER WITH OR (TO THE EXTENT PERMITTED BY LAW) WITHOUT THE SIGNATURE OF
PLEDGOR, AND WILL COOPERATE WITH LENDER, AT PLEDGOR'S EXPENSE, IN OBTAINING ALL
NECESSARY APPROVALS AND MAKING ALL NECESSARY FILINGS UNDER FEDERAL, STATE, LOCAL
OR FOREIGN LAW IN CONNECTION WITH SUCH LIENS OR ANY SALE OR TRANSFER OF THE
PLEDGED COLLATERAL;
(C)
PLEDGOR HAS AND WILL DEFEND THE TITLE TO THE PLEDGED COLLATERAL
AND THE LIENS OF LENDER IN THE PLEDGED COLLATERAL AGAINST THE CLAIM OF ANY
PERSON AND WILL MAINTAIN AND PRESERVE SUCH LIENS; AND
(D)
PLEDGOR WILL, UPON OBTAINING OWNERSHIP OF ANY ADDITIONAL STOCK OR
PROMISSORY NOTES OR INSTRUMENTS OF A PLEDGED ENTITY OR STOCK OR PROMISSORY NOTES
OR INSTRUMENTS OTHERWISE REQUIRED TO BE PLEDGED TO LENDER PURSUANT TO ANY OF THE
LOAN DOCUMENTS, WHICH STOCK, NOTES OR INSTRUMENTS ARE NOT ALREADY PLEDGED
COLLATERAL, PROMPTLY (AND IN ANY EVENT WITHIN THREE (3) BUSINESS DAYS) DELIVER
TO LENDER A PLEDGE AMENDMENT, DULY EXECUTED BY PLEDGOR, IN SUBSTANTIALLY THE
FORM OF SCHEDULE II HERETO (A "PLEDGE AMENDMENT") IN RESPECT OF ANY SUCH
ADDITIONAL STOCK, NOTES OR INSTRUMENTS, PURSUANT TO WHICH PLEDGOR SHALL PLEDGE
TO LENDER ALL OF SUCH ADDITIONAL STOCK, NOTES AND INSTRUMENTS.
PLEDGOR HEREBY
AUTHORIZES LENDER TO ATTACH EACH PLEDGE AMENDMENT TO THIS AGREEMENT AND AGREES
THAT ALL PLEDGED SHARES LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO LENDER SHALL
FOR ALL PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL.
7.
PLEDGOR'S RIGHTS.
AS LONG AS NO EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING AND UNTIL WRITTEN NOTICE SHALL BE GIVEN TO PLEDGOR IN
ACCORDANCE WITH SECTION 8(A) HEREOF:
(A)
PLEDGOR SHALL HAVE THE RIGHT, FROM TIME TO TIME, TO VOTE AND GIVE
CONSENTS WITH RESPECT TO THE PLEDGED COLLATERAL, OR ANY PART THEREOF FOR ALL
PURPOSES NOT INCONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, THE LOAN
AGREEMENT OR ANY OTHER LOAN DOCUMENT; PROVIDED, HOWEVER, THAT NO VOTE SHALL BE
CAST, AND NO CONSENT SHALL BE GIVEN OR ACTION TAKEN, WHICH WOULD HAVE THE EFFECT
OF IMPAIRING THE POSITION OR INTEREST OF LENDER IN RESPECT OF THE PLEDGED
COLLATERAL OR WHICH WOULD AUTHORIZE,
4
effect or consent to (unless and to the extent expressly permitted by the Loan
Agreement):
(I)
THE DISSOLUTION OR LIQUIDATION, IN WHOLE OR IN PART, OF A PLEDGED
ENTITY;
(II)
THE CONSOLIDATION OR MERGER OF A PLEDGED ENTITY WITH ANY OTHER
PERSON;
(III)
THE SALE, DISPOSITION OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF A PLEDGED ENTITY, EXCEPT FOR LIENS IN FAVOR OF LENDER;
(IV)
ANY CHANGE IN THE AUTHORIZED NUMBER OF SHARES, THE STATED CAPITAL
OR THE AUTHORIZED SHARE