TO ARTICLE 8 OF THE
CODE, EXCEPT PURSUANT TO SECTION 5(F) HEREOF; AND THE ORGANIZATIONAL DOCUMENTS
OF EACH COMPANY CONTAIN NO RESTRICTIONS ON THE RIGHTS OF SHAREHOLDERS, MEMBERS
OR PARTNERS OTHER THAN THOSE THAT NORMALLY WOULD APPLY TO A COMPANY ORGANIZED
UNDER THE LAWS OF THE JURISDICTION OF ORGANIZATION OF EACH OF THE COMPANIES; AND
NONE OF THE LIMITED LIABILITY COMPANY INTERESTS OR PARTNERSHIP INTEREST
CONSTITUTING PLEDGED COLLATERAL IS REPRESENTED BY A CERTIFICATE, EXCEPT WITH
RESPECT TO THE COMPANIES AS SET FORTH ON SCHEDULE A ATTACHED HERETO.
5.
GENERAL COVENANTS.
Each Pledgor, jointly and severally, hereby covenants and agrees as follows:
(A)
EACH PLEDGOR SHALL DO ALL REASONABLE ACTS
THAT MAY BE NECESSARY AND APPROPRIATE TO MAINTAIN, PRESERVE AND PROTECT THE
PLEDGED COLLATERAL; AND EACH PLEDGOR SHALL BE RESPONSIBLE FOR THE RISK OF LOSS
OF, DAMAGE TO, OR DESTRUCTION OF THE PLEDGED COLLATERAL OWNED BY SUCH PLEDGOR,
UNLESS SUCH LOSS IS THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE SECURED PARTY;
(B)
EACH PLEDGOR SHALL APPEAR IN AND DEFEND ANY
ACTION OR PROCEEDING OF WHICH SUCH PLEDGOR IS AWARE WHICH COULD REASONABLY BE
EXPECTED TO AFFECT, IN ANY MATERIAL RESPECT, ANY PLEDGOR'S TITLE TO, OR THE
SECURED PARTY'S INTEREST IN, THE PLEDGED COLLATERAL OR THE PROCEEDS THEREOF;
PROVIDED, HOWEVER, THAT WITH THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY,
SUCH PLEDGOR MAY SETTLE SUCH ACTIONS OR PROCEEDINGS WITH RESPECT TO THE PLEDGED
COLLATERAL;
(C)
THE BOOKS AND RECORDS OF EACH OF THE
PLEDGORS AND COMPANIES, AS APPLICABLE, SHALL DISCLOSE THE SECURED PARTY'S
SECURITY INTEREST IN THE PLEDGED COLLATERAL;
(D)
TO THE EXTENT, FOLLOWING THE DATE HEREOF, ANY
PLEDGOR ACQUIRES CAPITAL STOCK, SHARES, SECURITIES, MEMBER INTERESTS,
PARTNERSHIP INTERESTS, INVESTMENT PROPERTY AND OTHER OWNERSHIP INTERESTS OF ANY
OF THE COMPANIES OR ANY OTHER RESTRICTED SUBSIDIARY OR ANY OF THE RIGHTS,
PROPERTY OR SECURITIES, SHARES, CAPITAL STOCK, MEMBER INTERESTS, PARTNERSHIP
INTERESTS, INVESTMENT PROPERTY OR ANY OTHER OWNERSHIP INTERESTS
5
DESCRIBED IN THE DEFINITION OF PLEDGED COLLATERAL WITH RESPECT TO ANY OF THE
COMPANIES OR ANY OTHER RESTRICTED SUBSIDIARY, ALL SUCH OWNERSHIP INTERESTS SHALL
BE SUBJECT TO THE TERMS HEREOF AND, UPON SUCH ACQUISITION, SHALL BE DEEMED TO BE
HEREBY PLEDGED TO THE SECURED PARTY; AND EACH PLEDGOR THEREUPON, IN CONFIRMATION
THEREOF, SHALL PROMPTLY DELIVER ALL SUCH SECURITIES, SHARES, CAPITAL STOCK,
MEMBER INTERESTS, PARTNERSHIP INTERESTS, INVESTMENT PROPERTY AND OTHER OWNERSHIP
INTERESTS (TO THE EXTENT SUCH ITEMS ARE CERTIFICATED), TO THE PERFECTION AGENT,
TOGETHER WITH UNDATED STOCK POWERS OR OTHER SIMILAR TRANSFER DOCUMENTS, AND ALL
SUCH CONTROL AGREEMENTS, FINANCING STATEMENTS, AND ANY OTHER DOCUMENTS NECESSARY
TO IMPLEMENT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT AS THE PERFECTION
AGENT MAY REQUEST RELATED THERETO;
(E)
EACH PLEDGOR SHALL NOTIFY THE SECURED PARTY
IN WRITING WITHIN THIRTY (30) CALENDAR DAYS AFTER ANY CHANGE IN ANY PLEDGOR'S
CHIEF EXECUTIVE OFFICE ADDRESS, LEGAL NAME, OR STATE OF INCORPORATION, FORMATION
OR ORGANIZATION; AND
(F)
SUBJECT TO SECTION 4(L) HEREOF, DURING THE
TERM OF THIS AGREEMENT, NO PLEDGOR SHALL PERMIT OR CAUSE ANY COMPANY WHICH IS A
LIMITED