FINANCING
STATEMENTS.
7(B)
THE PLEDGOR AGREES THAT IT WILL (I) CAUSE EACH ISSUER OF THE PLEDGED
SHARES THAT IT CONTROLS NOT TO ISSUE ANY STOCK OR OTHER SECURITIES IN ADDITION
TO OR IN SUBSTITUTION FOR THE PLEDGED SHARES ISSUED BY SUCH ISSUER, EXCEPT TO
THE PLEDGOR, AND (II) PLEDGE HEREUNDER, IMMEDIATELY UPON ITS ACQUISITION
(DIRECTLY OR INDIRECTLY) THEREOF, ANY AND ALL ADDITIONAL SHARES OF STOCK OR
OTHER SECURITIES OF EACH ISSUER OF THE PLEDGED SHARES.
5
SECTION 8.
SECURED PARTY APPOINTED ATTORNEY-IN-FACT.
THE PLEDGOR
HEREBY APPOINTS THE SECURED PARTY THE PLEDGOR'S ATTORNEY-IN-FACT, WITH FULL
AUTHORITY IN THE PLACE AND STEAD OF SUCH PLEDGOR AND IN THE NAME OF SUCH PLEDGOR
OR OTHERWISE, FROM TIME TO TIME IN THE SECURED PARTY'S GOOD-FAITH DISCRETION, TO
TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT THAT THE SECURED PARTY MAY
REASONABLY BELIEVE NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS
AGREEMENT (SUBJECT TO THE RIGHTS OF THE PLEDGOR UNDER SECTION 6 HEREOF), IN A
MANNER CONSISTENT WITH THE TERMS HEREOF, INCLUDING, WITHOUT LIMITATION (SUBJECT
TO THE RIGHTS OF THE PLEDGOR UNDER SECTION 6 HEREOF), TO RECEIVE, INDORSE AND
COLLECT ALL INSTRUMENTS MADE PAYABLE TO THE PLEDGOR REPRESENTING ANY DIVIDEND OR
OTHER DISTRIBUTION IN RESPECT OF THE COLLATERAL OR ANY PART THEREOF AND TO GIVE
FULL DISCHARGE FOR THE SAME.
SECTION 9.
SECURED PARTY MAY PERFORM.
THE PLEDGOR HEREBY AUTHORIZES
THE SECURED PARTY TO FILE FINANCING STATEMENTS WITH RESPECT TO THE COLLATERAL
(INCLUDING FINANCING STATEMENTS CONTAINING A BROADER DESCRIPTION OF THE
COLLATERAL THAN THE DESCRIPTION SET FORTH HEREIN).
IF THE PLEDGOR FAILS TO
PERFORM ANY AGREEMENT CONTAINED HEREIN, THE SECURED PARTY MAY ITSELF PERFORM, OR
CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE REASONABLE OUT-OF-POCKET EXPENSES
OF THE SECURED PARTY INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE
PLEDGOR UNDER SECTION 14 HEREOF.
SECTION 10.
THE SECURED PARTY'S DUTIES.
THE POWERS CONFERRED ON THE
SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT ITS INTEREST IN THE COLLATERAL AND
SHALL NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
THE SECURED
PARTY SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE SAFEKEEPING OF
ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THE SAFEKEEPING WHICH THE SECURED PARTY ACCORDS ITS OWN
PROPERTY OF LIKE KIND.
EXCEPT FOR THE SAFEKEEPING OF ANY COLLATERAL IN ITS
POSSESSION, THE ACCOUNTING FOR MONIES AND FOR OTHER PROPERTIES ACTUALLY RECEIVED
BY IT HEREUNDER, AND AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SECURED PARTY
SHALL HAVE NO DUTY, AS TO ANY COLLATERAL, AS TO ASCERTAINING OR TAKING ACTION
WITH RESPECT TO CALLS, CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR OTHER
MATTERS RELATIVE TO ANY COLLATERAL, WHETHER OR NOT THE 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 PERSONS OR ANY OTHER RIGHTS PERTAINING TO
ANY COLLATERAL.
THE SECURED PARTY WILL TAKE ACTION IN THE NATURE OF EXCHANGES,
CONVERSIONS, REDEMPTION, TENDERS AND THE LIKE REQUESTED IN WRITING BY