LENDER
SEGREGATED FROM OTHER FUNDS OF SUCH PLEDGOR, AS ADDITIONAL COLLATERAL SECURITY
FOR THE OBLIGATIONS.
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDER, NO PLEDGOR WILL
(I) VOTE TO ENABLE, OR TAKE ANY OTHER ACTION TO PERMIT, ANY OF THE ISSUERS TO
ISSUE ANY STOCK OR OTHER EQUITY SECURITIES OF ANY NATURE OR TO ISSUE ANY OTHER
SECURITIES CONVERTIBLE INTO OR GRANTING THE RIGHT TO PURCHASE OR EXCHANGE FOR
ANY STOCK OR OTHER EQUITY SECURITIES OF ANY OF THE ISSUERS, OR (II) SELL,
ASSIGN, TRANSFER, EXCHANGE OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH
RESPECT TO, THE PLEDGED COLLATERAL, OR (III) CREATE, INCUR OR PERMIT TO EXIST
ANY LIEN OR OPTION IN FAVOR OF, OR ANY CLAIM OF ANY PERSON WITH RESPECT TO, ANY
OF THE PLEDGED COLLATERAL, OR ANY INTEREST THEREIN, EXCEPT FOR THE LIEN PROVIDED
FOR BY THIS PLEDGE AGREEMENT, OR
5
(IV) ENTER INTO ANY AGREEMENT OR UNDERTAKING RESTRICTING THE RIGHT OR ABILITY OF
ANY PLEDGOR OR THE LENDER TO SELL, ASSIGN OR TRANSFER ANY OF THE PLEDGED
COLLATERAL.
(C)
EACH PLEDGOR SHALL MAINTAIN THE SECURITY INTEREST CREATED BY THIS
PLEDGE AGREEMENT AS A FIRST, PERFECTED SECURITY INTEREST AND SHALL DEFEND SUCH
SECURITY INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
AT
ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE LENDER, AND AT
THE SOLE EXPENSE OF THE PLEDGORS, EACH PLEDGOR WILL PROMPTLY AND DULY EXECUTE
AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS
AS THE LENDER MAY REASONABLY REQUEST FOR THE PURPOSES OF OBTAINING OR PRESERVING
THE FULL BENEFITS OF THIS PLEDGE AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN
GRANTED.
IF ANY AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE PLEDGED
COLLATERAL SHALL BE OR BECOME EVIDENCED BY ANY PROMISSORY NOTE, OTHER INSTRUMENT
OR CHATTEL PAPER, SUCH NOTE, INSTRUMENT OR CHATTEL PAPER SHALL BE IMMEDIATELY
DELIVERED TO THE LENDER, DULY ENDORSED IN A MANNER SATISFACTORY TO THE LENDER,
TO BE HELD AS PLEDGED COLLATERAL PURSUANT TO THIS PLEDGE AGREEMENT.
(D)
EACH PLEDGOR AGREES TO PAY, AND TO SAVE THE LENDER HARMLESS FROM,
ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING,
ANY AND ALL STAMP, EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR
DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE PLEDGED COLLATERAL OR IN
CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS PLEDGE AGREEMENT.
(E)
NO PLEDGOR WILL, UNLESS IT SHALL GIVE 30 DAYS' WRITTEN NOTICE TO
SUCH EFFECT TO THE LENDER AND SHALL HAVE MADE ANY FILING UNDER THE UNIFORM
COMMERCIAL CODE IN EFFECT IN ANY AFFECTED JURISDICTION AS THE LENDER MAY
REASONABLY REQUEST TO MAINTAIN THE PERFECTED SECURITY INTEREST GRANTED PURSUANT
TO THIS PLEDGE AGREEMENT, (I) CHANGE THE LOCATION OF ITS JURISDICTION OF
ORGANIZATION AS DEFINED IN THE UNIFORM COMMERCIAL CODE FROM THAT SPECIFIED IN
THE LOAN AGREEMENT OR REMOVE ITS BOOKS AND RECORDS FROM SUCH LOCATION OR (II)
CHANGE ITS NAME, IDENTITY OR STRUCTURE TO