CAUSE TO BE DONE, AND CAUSE EACH ISSUER OF PLEDGED EQUITY TO
DO OR CAUSE TO BE DONE, ALL THINGS NECESSARY TO PRESERVE AND KEEP IN FULL FORCE
AND EFFECT ITS RESPECTIVE CORPORATE EXISTENCE IN ACCORDANCE WITH ITS
ORGANIZATIONAL DOCUMENTS (AS THE SAME MAY BE AMENDED FROM TIME TO TIME);
(C)
(I) CAUSE EACH ISSUER OF PLEDGED EQUITY NOT TO ISSUE EQUITY
INTERESTS (EXCEPT PERMITTED SECURITIES) IN ADDITION TO OR IN SUBSTITUTION FOR
THE PLEDGED EQUITY ISSUED BY SUCH ISSUER, EXCEPT TO COMPANY OR ANY OTHER
PLEDGOR, (II) SUBJECT TO THE PROVISO TO SECTION 2(A), PLEDGE HEREUNDER,
IMMEDIATELY UPON ITS ACQUISITION (DIRECTLY OR INDIRECTLY) THEREOF, ANY AND ALL
ADDITIONAL EQUITY INTERESTS OF EACH ISSUER OF PLEDGED EQUITY, AND (III) SUBJECT
TO THE PROVISO TO SECTION 2(A), PLEDGE HEREUNDER, IMMEDIATELY UPON ITS
ACQUISITION (DIRECTLY OR INDIRECTLY) THEREOF, ANY AND ALL EQUITY INTERESTS OF
ANY PERSON THAT, AFTER THE DATE OF THIS AGREEMENT, BECOMES, AS A RESULT OF ANY
OCCURRENCE, A DIRECT DOMESTIC SUBSIDIARY OR A FIRST TIER FOREIGN SUBSIDIARY OF
COMPANY;
(D)
AT ITS EXPENSE (I) PERFORM AND COMPLY IN ALL MATERIAL RESPECTS
WITH ALL TERMS AND PROVISIONS OF ANY AGREEMENT RELATED TO THE PLEDGED COLLATERAL
REQUIRED TO BE PERFORMED OR COMPLIED WITH BY IT, (II) MAINTAIN ITS AGREEMENTS IN
ALL SUCH AGREEMENTS IN FULL FORCE AND EFFECT, AND (III) ENFORCE ITS RIGHTS UNDER
ALL SUCH AGREEMENTS IN ACCORDANCE WITH THEIR TERMS;
(E)
GIVE COLLATERAL AGENT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF
ANY (I) CHANGE IN SUCH PLEDGOR'S NAME, IDENTITY OR CORPORATE STRUCTURE AND
(II) REINCORPORATION, REORGANIZATION OR OTHER ACTION THAT RESULTS IN A CHANGE OF
THE JURISDICTION OR ORGANIZATION OF SUCH PLEDGOR;
(F)
PROMPTLY DELIVER TO COLLATERAL AGENT ALL WRITTEN NOTICES RECEIVED
BY IT WITH RESPECT TO THE PLEDGED COLLATERAL;
(G)
PAY PROMPTLY WHEN DUE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON, AND ALL CLAIMS AGAINST, THE PLEDGED COLLATERAL,
EXCEPT TO THE EXTENT THE VALIDITY THEREOF IS BEING CONTESTED IN GOOD FAITH AND
WITH RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE
BOOKS OF THE APPLICABLE PLEDGOR; PROVIDED THAT SUCH PLEDGOR SHALL IN ANY EVENT
PAY SUCH TAXES, ASSESSMENTS, CHARGES, LEVIES OR CLAIMS NOT LATER THAN FIVE DAYS
PRIOR TO THE DATE OF ANY PROPOSED SALE UNDER ANY JUDGEMENT, WRIT OR WARRANT OF
ATTACHMENT ENTERED OR FILED AGAINST SUCH PLEDGOR OR ANY OF THE PLEDGED
COLLATERAL AS A RESULT OF THE FAILURE TO MAKE SUCH PAYMENT;
(H)
KEEP ADEQUATE RECORDS CONCERNING THE PLEDGED COLLATERAL AND PERMIT
COLLATERAL AGENT OR ITS REPRESENTATIVES OR DESIGNEES FROM TIME TO TIME UPON
REASONABLE NOTICE WITHIN NORMAL BUSINESS HOURS TO EXAMINE AND MAKE COPIES OF AND
ABSTRACTS FROM SUCH RECORDS;
(I)
AT ITS EXPENSE, DEFEND COLLATERAL AGENT'S RIGHT, TITLE AND
SECURITY INTEREST IN AND TO THE PLEDGED COLLATERAL AGAINST THE CLAIMS OF ANY
PERSON;
(J)
AT ITS EXPENSE, AT ANY TIME AND FROM TIME TO TIME, PROMPTLY
EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS, FINANCING STATEMENTS, CONTINUATION
STATEMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION THAT