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4.7 Pledgors authorize the HRA to file, at any time or times hereafter, such <br />financing statements and agree to execute such instruments and perform such acts as the <br />HRA may request to establish and maintain in the HRA a valid, perfected first priority <br />security interest in the Collateral including, without limitation, delivering all additional <br />certificates, with appropriate endorsement or assignment in -blank to the HRA. Pledgors <br />hereby agree that the HRA may, at the HRA's option, hold any of the Collateral in the <br />name of the HRA or otherwise indicate on any instrument or certificate representing the <br />Collateral that the HRA has been granted a security interest therein. <br />4.8 If, at any time while this Pledge Agreement is in effect, Pledgors shall <br />become entitled to receive or shall receive any certificate, option or rights, whether as an <br />addition to, in substitution of, or in exchange for any Collateral or otherwise, Pledgors <br />agree to accept the same as the HRA's agent to hold the same in trust for the HRA and to <br />deliver the same forthwith to the HRA in the exact form received, with the appropriate <br />endorsement of Pledgors, to be held by the HRA as additional Collateral for the Secured <br />Obligations, subject to the terms hereof. <br />4.9 All sums of money and property paid or distributed in respect of the <br />Collateral shall be paid directly to the HRA for application against the Secured <br />Obligations in any manner the HRA may determine; provided, however, unless and until <br />an Event of Default (as defined in the Loan Agreement) has occurred, Pledgors may <br />receive any distributions on account of the Pledged Membership Interests. To the extent <br />such payments are paid to the HRA, Pledgors agree that the obligor thereunder shall have <br />no further liability to Pledgors for the same. <br />4.10 Pledgors will pay, when due, all taxes and other governmental charges <br />levied or assessed upon or against any Collateral. The HRA at its option may pay and <br />discharge any taxes, governmental charges, liens, or encumbrances on the Collateral <br />which sums so advanced or paid by the HRA shall be paid by Pledgors on demand with <br />interest at the highest rate permitted by applicable law and shall become part of the <br />Secured Obligations. <br />4.11 If Pledgors receive any payment or property from the Collateral in <br />violation of the terms of this Pledge Agreement, Pledgors will hold such payment or <br />property in trust for the HRA and forthwith pay over or deliver the same to the HRA in <br />the form received with appropriate endorsement or assignment in -blank to be applied in <br />accordance with the terms hereof. <br />4.12 Unless and until an Event of Default has occurred, Pledgors may exercise <br />all governance rights relating to the Pledged Membership Interests. <br />4.13 Upon the occurrence of an Event of Default, Pledgors agree, upon the <br />HRA's request, to cooperate with the HRA by doing all things necessary to enable the <br />HRA to liquidate the Collateral in compliance with all applicable laws and regulations. <br />Pledgors understand and agree that upon the occurrence of an Event of Default, the HRA <br />has the right to liquidate the Collateral, either at or prior to the maturity thereof, at the <br />sole option of the HRA, and apply the proceeds to reduce the Secured Obligations. <br />29 <br />