UCC.
6.
COVENANTS.
EACH PLEDGOR HEREBY COVENANTS, THAT SO LONG AS ANY OF
THE PLEDGOR OBLIGATIONS REMAIN OUTSTANDING (OTHER THAN ANY SUCH OBLIGATIONS
WHICH BY THE TERMS THEREOF ARE
STATED TO SURVIVE TERMINATION OF THE LOAN DOCUMENTS) OR ANY LOAN DOCUMENT IS IN
EFFECT, SUCH PLEDGOR SHALL:
(A)
BOOKS AND RECORDS.
MARK ITS BOOKS AND RECORDS (AND SHALL CAUSE
THE ISSUER OF THE PLEDGED EQUITY INTERESTS ISSUED TO SUCH PLEDGOR TO MARK ITS
BOOKS AND RECORDS) TO REFLECT THE SECURITY INTEREST GRANTED TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT TO THIS
PLEDGE AGREEMENT.
(B)
DEFENSE OF TITLE.
WARRANT AND DEFEND TITLE TO AND OWNERSHIP OF
THE PLEDGED COLLATERAL ISSUED TO SUCH PLEDGOR AT ITS OWN EXPENSE AGAINST THE
CLAIMS AND DEMANDS OF ALL OTHER PARTIES CLAIMING AN INTEREST THEREIN, KEEP THE
PLEDGED COLLATERAL FREE FROM ALL LIENS, AND NOT SELL, EXCHANGE, TRANSFER,
ASSIGN, LEASE OR OTHERWISE DISPOSE OF PLEDGED COLLATERAL OF SUCH PLEDGOR OR ANY
INTEREST THEREIN, EXCEPT AS PERMITTED UNDER THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(C)
FURTHER ASSURANCES.
PROMPTLY EXECUTE AND DELIVER AT ITS EXPENSE
ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION THAT THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST IN ORDER TO (I) PERFECT AND PROTECT
THE SECURITY INTEREST CREATED HEREBY IN THE PLEDGED COLLATERAL OF SUCH PLEDGOR
(INCLUDING, WITHOUT LIMITATION, THE AUTHORIZATION TO FILE UCC FINANCING
STATEMENTS AND ANY AND ALL ACTION NECESSARY TO SATISFY THE ADMINISTRATIVE AGENT
THAT THE ADMINISTRATIVE AGENT HAS OBTAINED A FIRST PRIORITY PERFECTED SECURITY
INTEREST IN ALL PLEDGED EQUITY INTERESTS); (II) ENABLE THE ADMINISTRATIVE AGENT
TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER IN RESPECT OF THE
PLEDGED COLLATERAL OF SUCH PLEDGOR; AND (III) OTHERWISE EFFECT THE PURPOSES OF
THIS PLEDGE AGREEMENT, INCLUDING, WITHOUT LIMITATION AND IF REQUESTED BY THE
ADMINISTRATIVE AGENT, DELIVERING TO THE ADMINISTRATIVE AGENT IRREVOCABLE PROXIES
IN RESPECT OF THE PLEDGED COLLATERAL OF SUCH PLEDGOR.
(D)
AMENDMENTS; MODIFICATIONS; CHANGES IN CORPORATE STATUS.
NOT MAKE
OR CONSENT TO ANY AMENDMENT OR OTHER MODIFICATION OR WAIVER WITH RESPECT TO ANY
OF THE PLEDGED COLLATERAL ISSUED TO SUCH PLEDGOR OR ENTER INTO ANY AGREEMENT OR
ALLOW TO EXIST ANY RESTRICTION WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL
ISSUED TO SUCH PLEDGOR OTHER THAN PURSUANT HERETO OR AS MAY BE PERMITTED UNDER
THE CREDIT AGREEMENT AND NOT CAUSE OR PERMIT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE ADMINISTRATIVE AGENT ANY CHANGE IN THE ORGANIZATIONAL DOCUMENTS, NAME OR
CORPORATE STATUS OR JURISDICTION OF ORGANIZATION OF SUCH PLEDGOR THAT COULD
REASONABLY BE EXPECTED TO, IN ANY MANNER, CAUSE ANY SECURITY INTEREST GRANTED
HEREIN OR ANY FILING MADE IN CONNECTION HEREWITH TO LAPSE, TERMINATE OR
OTHERWISE BECOME INEFFECTIVE (WHETHER IMMEDIATELY OR AS A RESULT OF THE PASSAGE
OF TIME) WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL; PROVIDED, HOWEVER, THAT
THE ADMINISTRATIVE AGENT SHALL GRANT SUCH CONSENT UPON 30 DAYS ADVANCE REQUEST
AND EACH PLEDGOR'S COMPLIANCE WITH SECTION 6(C), AS APPLICABLE, TO
ADMINISTRATIVE AGENT'S REASONABLE SATISFACTION.
(E)
COMPLIANCE WITH SECURITIES LAWS.
FILE ALL