DOCUMENTS
LISTED ON SCHEDULE III HERETO WHICH PERTAIN TO SUCH PLEDGOR AND PLEDGEE SHALL
NOT UNREASONABLY WITHHOLD OR DELAY ANY CONSENT TO A REQUEST FOR SUCH AMENDMENT
OR MODIFICATION.
IN THE EVENT OF A REQUEST FOR AMENDMENT OR MODIFICATION WHICH
ANY PLEDGOR WISHES TO HAVE HANDLED ON AN EXPEDITED BASIS, SUCH REQUEST SHALL BE
SUBMITTED TO PLEDGEE AS CONTEMPLATED ABOVE AND SHALL BE DEEMED APPROVED AFTER
TEN (10) BUSINESS DAYS IF THE NOTICE TO THE PLEDGEE WHICH ACCOMPANIES THE
REQUESTED AMENDMENT OR MODIFICATION SHALL CONTAIN THE FOLLOWING LEGEND:
PURSUANT TO SUBSECTION 3(h) OF THE PLEDGE AND SECURITY AGREEMENT BETWEEN
PLEDGOR, OTHER PLEDGORS AND FLEET NATIONAL BANK
("AGENT") IF PLEDGOR DOES NOT
RECEIVE A RESPONSE FROM AGENT TO THIS REQUEST FOR CONSENT WITHIN TEN (10)
BUSINESS DAYS FROM THE DATE OF RECEIPT BY AGENT OF THIS
D-6
REQUEST, THE REQUEST REFERRED TO HEREIN SHALL BE DEEMED APPROVED.
EACH PLEDGOR SHALL, AT ITS SOLE COST AND EXPENSE, KEEP, OBSERVE, PERFORM AND
DISCHARGE, DULY AND PUNCTUALLY, ALL AND SINGULAR THE MATERIAL OBLIGATIONS,
TERMS, COVENANTS, CONDITIONS, REPRESENTATIONS AND WARRANTIES OF THE DOCUMENTS
LISTED ON SCHEDULE III HERETO ON THE PART OF EACH PLEDGOR TO BE KEPT, OBSERVED,
PERFORMED AND DISCHARGED.
EACH PLEDGOR SHALL HOLD PLEDGEE HARMLESS AND
INDEMNIFY IT AGAINST ANY LOSS OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS) THAT PLEDGEE MAY INCUR OR SUSTAIN BY REASON OF THE FAILURE ON
SUCH PLEDGOR'S PART TO SO PERFORM AND OBSERVE THE COLLATERAL DOCUMENTS OR TO
SATISFY, PERFORM AND OBSERVE SUCH CONDITIONS THEREUNDER.
[INTENTIONALLY DELETED].
THE PLEDGORS WILL DEFEND THE PLEDGEE'S RIGHT, TITLE AND INTEREST IN AND TO THE
PLEDGED INTERESTS AND IN AND TO THE COLLATERAL PLEDGED BY THEM PURSUANT HERETO
OR IN WHICH PLEDGORS GRANTED A SECURITY INTEREST PURSUANT HERETO AGAINST THE
CLAIMS AND DEMANDS OF ALL OTHER PERSONS.
NO PLEDGOR WILL, WITHOUT THE CONSENT OF PLEDGEE, SELL, ASSIGN, OR OTHERWISE
DISPOSE OF, OR MORTGAGE, PLEDGE OR GRANT A SECURITY INTEREST IN, ANY OF THE
COLLATERAL OR ANY INTEREST THEREIN, OR SUFFER ANY OF THE SAME TO EXIST, AND ANY
SALE, ASSIGNMENT, MORTGAGE, PLEDGE OR SECURITY INTEREST WHATSOEVER MADE IN
VIOLATION OF THIS COVENANT SHALL BE A NULLITY AND OF NO FORCE AND EFFECT, AND
UPON DEMAND OF THE PLEDGEE, SHALL FORTHWITH BE CANCELED OR SATISFIED BY AN
APPROPRIATE INSTRUMENT IN WRITING.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH PLEDGOR WILL, WITHIN THIRTY (30) DAYS AFTER SUCH PLEDGOR OR ANY
OF ITS PARTNERS, MEMBERS, OFFICERS OR DIRECTORS HAVE ACTUAL NOTICE THEREOF,
DISCHARGE OR CAUSE TO BE DISCHARGED AS A LIEN OF RECORD BY PAYMENT OR FILING OF
THE BOND REQUIRED BY LAW, OR OTHERWISE, ANY JUDGMENT, TAX OR OTHER INVOLUNTARY
LIENS AS TO WHICH NO RIGHT TO CONTEST OR OPPORTUNITY TO CURE IS ELSEWHERE
PROVIDED IN THE LOAN DOCUMENTS, FILED OR OTHERWISE ASSERTED AGAINST THE
COLLATERAL, AND ANY PROCEEDINGS FOR THE ENFORCEMENT THEREOF; PROVIDED, HOWEVER,
SUCH PLEDGOR SHALL HAVE THE RIGHT TO CONTEST IN GOOD FAITH AND WITH REASONABLE
DILIGENCE THE VALIDITY OF ANY SUCH JUDGMENT LIENS OR TAX OR OTHER