PERFECTED SECURITY INTEREST
HAVING AT LEAST THE PRIORITY DESCRIBED IN SECTION 3.2 AND SHALL DEFEND SUCH
SECURITY INTEREST AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS WHOMSOEVER.
4.1.2.
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN
REQUEST OF THE PLEDGEE, AND AT THE SOLE EXPENSE OF THE PLEDGOR, THE PLEDGOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER, AND HAVE RECORDED, SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS THE PLEDGEE MAY
REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS
OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING:
(I) FILING ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE UNIFORM COMMERCIAL
CODE (OR OTHER SIMILAR LAWS) IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE
SECURITY INTERESTS CREATED HEREBY AND (II) IN THE CASE OF THE PLEDGED LLC
INTERESTS AND ANY OTHER RELEVANT COLLATERAL, TAKING ANY ACTIONS NECESSARY TO
ENABLE THE PLEDGEE TO OBTAIN "CONTROL" (WITHIN THE MEANING OF THE APPLICABLE
UNIFORM COMMERCIAL CODE) WITH RESPECT THERETO.
4.2.
Changes in Locations, Name, etc.
The Pledgor
will not, except upon thirty (30) days' prior written notice to the Pledgee and
delivery to the Pledgee of all additional executed financing statements and
other documents reasonably requested by the Pledgee to maintain the validity,
perfection and priority of the security interests provided for herein:
4.2.1.
CHANGE ITS JURISDICTION OF ORGANIZATION; OR
7
4.2.2.
CHANGE ITS NAME, IDENTITY OR CORPORATE STRUCTURE TO SUCH
AN EXTENT THAT ANY FINANCING STATEMENT FILED BY THE PLEDGEE IN CONNECTION WITH
THIS AGREEMENT WOULD BECOME MISLEADING.
4.3
OWNERSHIP OF ZION SOLUTIONS.
PLEDGOR SHALL OWN FREE AND CLEAR OF ALL
ENCUMBRANCES, 100% OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF ZION
SOLUTIONS, SUBJECT ONLY TO THE PLEDGE OF SUCH INTEREST IN FAVOR OF PLEDGEE
PURSUANT TO THIS AGREEMENT.
4.4
NOTICE OF EVENTS OF DEFAULT.
PLEDGOR SHALL GIVE WRITTEN NOTICE TO PLEDGEE
PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS, OF THE OCCURRENCE OF
ANY EVENT OR CONDITION THAT CONSTITUTES AN EVENT OF DEFAULT OR, BUT FOR THE
GIVING OF NOTICE, THE PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT, TOGETHER WITH A STATEMENT OF PLEDGOR SETTING FORTH DETAILS OF SUCH
EVENT OR CONDITION AND THE ACTION THAT PLEDGOR PROPOSES TO TAKE WITH RESPECT
THERETO.
4.5
CHANGE IN CAPITAL STRUCTURE.
PLEDGOR SHALL NOT CAUSE OR PERMIT ZION
SOLUTIONS TO DISSOLVE, LIQUIDATE, RETIRE OR REDEEM ANY OF ITS MEMBER INTERESTS,
REDUCE ITS CAPITAL (OTHER THAN DISTRIBUTIONS OF EARNINGS, EXCEPT AS HEREINAFTER
PROVIDED), OR MERGE OR CONSOLIDATE WITH ANY OTHER ENTITY.
4.6
ISSUANCE OF ADDITIONAL SECURITIES.
PLEDGOR SHALL NOT CAUSE OR PERMIT ZION
SOLUTIONS TO ISSUE ANY ADDITIONAL OWNERSHIP OR MEMBER INTERESTS OR OTHER
SECURITIES, OPTIONS, WARRANTS, OR ANY RIGHT TO RECEIVE SAME, OR ANY RIGHT TO
RECEIVE EARNINGS, UNLESS PLEDGOR SHALL ACCEPT AND RECEIVE THE SAME AS AGENT OF
PLEDGEE, HOLD THE SAME IN TRUST FOR PLEDGEE, AND PROMPTLY DELIVER TO PLEDGEE ANY
CERTIFICATES OR PHYSICAL SECURITIES EVIDENCING THE SAME, DULY ENDORSED TO BY
PLEDGOR