DESCRIBED IN SECTION 3.8 AND SHALL DEFEND SUCH SECURITY
INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
(D)
THE PLEDGORS WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS FROM TIME TO TIME STATEMENTS AND SCHEDULES
FURTHER IDENTIFYING AND DESCRIBING THE ASSETS AND PROPERTY OF THE PLEDGORS AND
SUCH OTHER REPORTS IN CONNECTION THEREWITH AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(E)
UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, AT THE SOLE EXPENSE OF THE PLEDGORS, JOINTLY AND SEVERALLY, EACH PLEDGOR
WILL PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL
BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN
7
GRANTED, INCLUDING, WITHOUT LIMITATION, (I) FILING ANY FINANCING OR CONTINUATION
STATEMENTS UNDER THE UCC (OR OTHER SIMILAR LAWS) IN EFFECT IN ANY JURISDICTION
WITH RESPECT TO THE SECURITY INTERESTS, AND (II) TAKING ANY ACTIONS NECESSARY TO
ENABLE THE ADMINISTRATIVE AGENT TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE
APPLICABLE UCC) WITH RESPECT TO THE COLLATERAL.
(F)
EACH PLEDGOR SHALL NOT (I) SELL, ASSIGN
(BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF ANY OF THE
COLLATERAL, EXCEPT AS PERMITTED BY THE CREDIT AGREEMENT, OR (II) CREATE OR
SUFFER TO EXIST ANY LIEN OR OTHER CHARGE OR ENCUMBRANCE UPON OR WITH RESPECT TO
ANY OF THE COLLATERAL TO SECURE INDEBTEDNESS OF ANY PERSON OR ENTITY.
(G)
EACH PLEDGOR WILL COMPLY IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAW WITH RESPECT TO THE COLLATERAL OR ANY PART
THEREOF OR TO THE OPERATION OF SUCH PLEDGOR'S BUSINESS.
Changes in Locations, Name, etc.
Each Pledgor will not, except upon thirty (30)
days' prior written notice to the Administrative Agent and delivery to the
Administrative Agent of all additional executed financing statements and other
documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the Security Interests:
(H)
CHANGE ITS JURISDICTION OF ORGANIZATION; OR
(I)
CHANGE ITS NAME, IDENTITY OR CORPORATE
OR ORGANIZATIONAL STRUCTURE TO SUCH AN EXTENT THAT ANY FINANCING STATEMENT FILED
BY THE ADMINISTRATIVE AGENT IN CONNECTION WITH THIS AGREEMENT WOULD BECOME
MISLEADING.
Notices Each Pledgor will advise the Administrative Agent promptly, in
reasonable detail, of: (a) any Lien (other than the Security Interests) on any
of the Collateral which would adversely affect the ability of the Administrative
Agent to exercise any of its remedies hereunder; and (b) the occurrence of any
other event which could reasonably be expected to have a Material Adverse Effect
on the aggregate value of the Collateral or on the Security Interests.
Collateral.
(J)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT, NONE OF THE PLEDGORS WILL (I) VOTE TO ENABLE, OR TAKE ANY
OTHER ACTION TO PERMIT, ANY ISSUER TO ISSUE ANY STOCK, PARTNERSHIP INTERESTS,
LIMITED LIABILITY COMPANY INTERESTS OR OTHER EQUITY SECURITIES OF ANY NATURE OR
TO ISSUE ANY OTHER SECURITIES CONVERTIBLE INTO