(II)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, NO
BORROWER WILL SELL, ASSIGN, TRANSFER, PLEDGE, OR OTHERWISE ENCUMBER ANY OF ITS
RIGHTS IN OR TO THE PLEDGED COLLATERAL, OR ANY UNPAID DIVIDENDS, INTEREST OR
OTHER DISTRIBUTIONS OR PAYMENTS WITH RESPECT TO THE PLEDGED COLLATERAL OR GRANT
A LIEN IN THE PLEDGED COLLATERAL, UNLESS OTHERWISE EXPRESSLY PERMITTED BY THIS
AGREEMENT;
(III)
EACH BORROWER WILL, AT ITS EXPENSE, PROMPTLY EXECUTE, ACKNOWLEDGE
AND DELIVER ALL SUCH INSTRUMENTS AND TAKE ALL SUCH ACTIONS AS THE ADMINISTRATIVE
AGENT FROM TIME TO TIME MAY REASONABLY REQUEST IN ORDER TO ENSURE TO THE
ADMINISTRATIVE AGENT AND THE LENDERS OBTAIN THE BENEFITS OF THE LIENS IN AND TO
THE PLEDGED COLLATERAL INTENDED TO BE CREATED BY THIS AGREEMENT, INCLUDING THE
FILING OF ANY
48
NECESSARY CODE FINANCING STATEMENTS, WHICH MAY BE FILED BY THE ADMINISTRATIVE
AGENT WITH OR (TO THE EXTENT PERMITTED BY LAW) WITHOUT THE SIGNATURE OF THE
RELEVANT BORROWER, AND WILL COOPERATE WITH THE ADMINISTRATIVE AGENT, AT SUCH
BORROWER'S EXPENSE, IN OBTAINING ALL NECESSARY APPROVALS AND MAKING ALL
NECESSARY FILINGS UNDER FEDERAL, STATE, LOCAL OR FOREIGN LAW IN CONNECTION WITH
SUCH LIENS OR ANY SALE OR TRANSFER OF THE PLEDGED COLLATERAL;
(IV)
EACH BORROWER HAS AND WILL DEFEND THE TITLE TO THE PLEDGED
COLLATERAL AND THE LIENS OF THE ADMINISTRATIVE AGENT IN THE PLEDGED COLLATERAL
AGAINST THE CLAIM OF ANY PERSON (OTHER THAN THE HOLDER OF A PERMITTED LIEN) AND
WILL MAINTAIN AND PRESERVE SUCH LIENS (IT BEING UNDERSTOOD THAT NOTHING IN THIS
CLAUSE (IV) WILL PREVENT SUCH BORROWER FROM DISPOSING OF PLEDGED COLLATERAL AS
OTHERWISE PERMITTED BY SECTION 6.8); AND
(V)
EACH BORROWER WILL, UPON OBTAINING OWNERSHIP OF ANY ADDITIONAL
STOCK OF A PLEDGED ENTITY OR PROMISSORY NOTES OR INSTRUMENTS REPRESENTING
PLEDGED INDEBTEDNESS OR STOCK OR PROMISSORY NOTES OR INSTRUMENTS OTHERWISE
REQUIRED TO BE PLEDGED TO THE ADMINISTRATIVE AGENT PURSUANT TO ANY OF THE LOAN
DOCUMENTS, WHICH STOCK, NOTES OR INSTRUMENTS ARE NOT ALREADY PLEDGED COLLATERAL,
PROMPTLY (AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS) DELIVER TO THE
ADMINISTRATIVE AGENT A PLEDGE AMENDMENT, DULY EXECUTED BY SUCH BORROWER, IN
SUBSTANTIALLY THE FORM OF EXHIBIT B HERETO (A "PLEDGE AMENDMENT") IN RESPECT OF
ANY SUCH ADDITIONAL STOCK, NOTES OR INSTRUMENTS, PURSUANT TO WHICH SUCH BORROWER
SHALL PLEDGE TO THE ADMINISTRATIVE AGENT ALL OF SUCH ADDITIONAL STOCK, NOTES AND
INSTRUMENTS; PROVIDED THAT SUCH BORROWER SHALL BE REQUIRED TO DO THE FOREGOING
WITH RESPECT TO ANY SUCH PROMISSORY NOTE OR INSTRUMENT ONLY IF REQUESTED TO DO
SO BY THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 10.2(A)(II) OF THIS
AGREEMENT. BORROWER HEREBY AUTHORIZES ADMINISTRATIVE AGENT TO ATTACH EACH PLEDGE
AMENDMENT TO THIS AGREEMENT AND AGREES THAT ALL PLEDGED SHARES AND PLEDGED
INDEBTEDNESS LISTED ON ANY PLEDGE AMENDMENT DELIVERED TO THE ADMINISTRATIVE
AGENT SHALL FOR ALL PURPOSES HEREUNDER BE CONSIDERED PLEDGED COLLATERAL.
10.5
Performance by Administrative Agent of the Borrowers' Obligations.
If any Borrower fails to perform or comply with any of its agreements contained
herein and the Administrative Agent, as provided for by the terms of