OR TO ITS PLEDGED
COLLATERAL OR ANY UNPAID DIVIDENDS OR OTHER DISTRIBUTIONS OR PAYMENTS WITH
RESPECT THERETO EXCEPT PURSUANT TO THIS PLEDGE AGREEMENT.
(B)
THE 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
6
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)
THE 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)
THE 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)
THE 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 THE
PLEDGOR INTO ANOTHER TYPE OF PROPERTY OR ANY MONEY OR OTHER PROCEEDS EVER BE
PAID OR DELIVERED TO THE PLEDGOR AS A RESULT OF THE 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 THE 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 PERFECTION BY POSSESSION UNDER THE UCC.
WITH RESPECT TO ANY OF SUCH
PROPERTY OF A KIND REQUIRING AN ADDITIONAL SECURITY AGREEMENT, FINANCING
STATEMENT OR OTHER WRITING TO PERFECT A SECURITY INTEREST THEREIN IN FAVOR OF
THE ADMINISTRATIVE AGENT, THE PLEDGOR WILL FORTHWITH EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT, OR CAUSE TO BE EXECUTED AND DELIVERED TO THE
ADMINISTRATIVE AGENT, WHATEVER THE ADMINISTRATIVE AGENT SHALL REASONABLY DEEM
NECESSARY OR PROPER FOR SUCH PURPOSES.
8.
PLEDGOR'S RIGHTS; TERMINATION OF RIGHTS.
(A)
AS LONG AS NO