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<br />same for the exclusive benefit of Lender and deliver the same forthwith to Lender in the
<br />exact form received, duly endorsed by Pledgor to Lender. Any sums paid upon or in
<br />respect of the Pledged Interests upon the liquidation or dissolution of the Company, shall
<br />be paid over to Lender to be held by it hereunder as additional security for the
<br />obligations, and in case any distributions shall be made on or in respect of the Pledged
<br />Interests, or any property shall be distributed upon or with respect to the Pledged Interests
<br />pursuant to the recapitalization or reclassification of the capital of the Company, or
<br />pursuant to the reorganization thereof, the property so distributed shall be delivered to
<br />Lender to be held by it, subject to the terms hereof, as additional security for the
<br />Obligations. If any sums of money or property so paid or distributed in respect of the
<br />Pledged Interests shall be received by Pledgor, Pledgor shall, until such money or
<br />property is paid or delivered by Lender, hold such money or property for the exclusive
<br />benefit of Lender, segregated from other funds of Pledgor, as additional security for the
<br />Obligations.
<br />
<br /> (b) Prohibition on Issuance of Additional Equity, Transfers, Liens. Without
<br />the prior written consent of Lender, Pledgor shall not, directly or indirectly (i) vote to
<br />enable or take any other action to permit the Company to issue any further Membership
<br />Interests, or to issue any other securities convertible into or granting the right to purchase
<br />or exchange for any Membership Interests in the Company, (ii) except as expressly
<br />permitted in the Loan Agreement, sell, assign, transfer, exchange or otherwise dispose
<br />of, or grant any option with respect to, the Collateral, or (iii) create, incur, authorize or
<br />permit to exist any lien or option in favor of, or any claim of any person with respect to,
<br />any of the Collateral, or any interest therein, except for the lien provided for by this
<br />Agreement or as permitted by the Loan Agreement. Pledgor shall defend the right,
<br />title and interest of Lender in and to the Collateral against the claims and demands of all
<br />persons whomsoever.
<br />
<br /> (c) Further Assurances. At any time and from time to time, upon the written
<br />request of Lender, and at the sole expense of Pledgor, Pledgor shall promptly and duly
<br />give, execute, deliver file and/or record such further instruments and documents and take
<br />such further actions as Lender may reasonably request for the purposes of obtaining,
<br />creating, perfecting, validating or preserving the full benefits of this Agreement and of
<br />the rights and powers herein granted including, without limitation, filing UCC financing
<br />or continuation statements, or causing the Company to issue replacement certificates in
<br />event of the loss of the certificate by Lender provided that the amount of the Obligations
<br />shall not be increased thereby. Pledgor hereby authorizes Lender to file any such
<br />financing statement or continuation statement without the signature of Pledgor to the
<br />extent permitted by law. If any amount payable under or in connection with any of the
<br />Collateral shall be or become evidenced by any promissory note, other instrument or
<br />chattel paper, such note, instrument or chattel paper shall be promptly delivered to
<br />Lender, duly endorsed in a manner satisfactory to Lender, to be held as Collateral
<br />pursuant to this Agreement.
<br />
<br /> (d) Limitation on Liens. Pledgor will not create, incur or permit to exist, and
<br />will take all such other action as is necessary to remove any lien or claim on or to the
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