OBLIGATION OF SUCH PLEDGOR ENFORCEABLE AGAINST SUCH PLEDGOR IN
ACCORDANCE WITH ITS TERMS.
The representations and warranties set forth in this Section 5 shall survive the
execution and delivery of this Pledge Agreement.
6
6.
COVENANTS.
EACH PLEDGOR COVENANTS AND AGREES THAT FROM AND AFTER THE DATE
OF THIS PLEDGE AGREEMENT AND UNTIL THE PAYMENT AND PERFORMANCE IN FULL OF ALL OF
THE SECURED OBLIGATIONS OF SUCH PLEDGOR:
(A)
SUCH PLEDGOR SHALL NOT SELL, ASSIGN,
TRANSFER, PLEDGE OR OTHERWISE ENCUMBER ANY OF ITS RIGHTS IN OR TO ITS PLEDGED
COLLATERAL OR ANY UNPAID DIVIDENDS OR OTHER DISTRIBUTIONS OR PAYMENTS WITH
RESPECT THERETO EXCEPT PURSUANT TO THIS PLEDGE AGREEMENT.
(B)
SUCH PLEDGOR WILL NOT CAUSE OR PERMIT ANY
ISSUER OF PLEDGED SHARES OR PLEDGED MEMBERSHIP INTERESTS TO ISSUE OR GRANT ANY
WARRANTS, STOCK OPTIONS OF ANY NATURE OR OTHER INSTRUMENTS CONVERTIBLE INTO
MEMBERSHIP INTERESTS OR SHARES OF ANY CLASS OF CAPITAL STOCK OR ADDITIONAL
MEMBERSHIP INTERESTS OR SHARES OF CAPITAL STOCK OR SELL OR TRANSFER ANY
MEMBERSHIP INTERESTS OR TREASURY STOCK.
(C)
SUCH PLEDGOR WILL, AT ITS OWN COST AND
EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE AND DELIVER ALL SUCH INSTRUMENTS AND TAKE
ALL SUCH ACTION AS THE ADMINISTRATIVE AGENT FROM TIME TO TIME MAY REASONBLY
REQUEST IN ORDER TO PERFECT AND PROTECT THE LIEN GRANTED OR PURPORTED TO BE
GRANTED HEREBY OR TO ENABLE THE ADMINISTRATIVE AGENT TO EXERCISE AND ENFORCE ITS
RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO THE PLEDGED COLLATERAL.
(D)
SUCH PLEDGOR HAS AND WILL, AT ITS OWN COST
AND EXPENSE, DEFEND THE TITLE TO ITS PLEDGED COLLATERAL AND THE LIENS OF THE
ADMINISTRATIVE AGENT THEREON AGAINST THE CLAIM OF ANY PERSON AND WILL MAINTAIN
AND PRESERVE SUCH LIENS.
(E)
SUCH PLEDGOR WILL PAY ALL TAXES,
ASSESSMENTS AND CHARGES LEVIED, ASSESSED OR IMPOSED UPON ITS PLEDGED COLLATERAL
BEFORE THE SAME BECOME DELINQUENT OR BECOME LIENS UPON ANY OF ITS PLEDGED
COLLATERAL EXCEPT WHERE THE SAME MAY BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN PROVIDED.
7.
ADJUSTMENTS AND DISTRIBUTIONS CONCERNING PLEDGED COLLATERAL.
SHOULD THE
PLEDGED COLLATERAL, OR ANY PART THEREOF, EVER BE CONVERTED IN ANY MANNER BY ANY
PLEDGOR INTO ANOTHER TYPE OF PROPERTY OR ANY MONEY OR OTHER PROCEEDS EVER BE
PAID OR DELIVERED TO ANY PLEDGOR AS A RESULT OF SUCH PLEDGOR'S RIGHTS IN THE
PLEDGED COLLATERAL, THEN IN ANY SUCH EVENT (EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 8 HEREOF), ALL SUCH PROPERTY, MONEY AND OTHER PROCEEDS SHALL PROMPTLY BE
AND BECOME PART OF THE PLEDGED COLLATERAL, AND EACH PLEDGOR COVENANTS AND AGREES
TO FORTHWITH PAY AND DELIVER ALL MONEY SO RECEIVED TO THE ADMINISTRATIVE AGENT,
FOR THE BENEFIT OF THE SECURED PARTIES, AS PLEDGED COLLATERAL HEREUNDER IN
ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT; AND, IF THE
ADMINISTRATIVE AGENT DEEMS IT NECESSARY AND SO REQUESTS, TO PROPERLY ENDORSE,
ASSIGN OR TRANSFER ANY AND ALL SUCH OTHER PROCEEDS TO THE ADMINISTRATIVE AGENT
AND TO DELIVER TO THE ADMINISTRATIVE AGENT ANY AND ALL SUCH OTHER PROCEEDS WHICH
REQUIRE