TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES
HEREUNDER IN RESPECT OF THE COLLATERAL; OR (III) TO OTHERWISE EFFECT THE
PURPOSES OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: (A) EXECUTING AND
FILING SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO, AS MAY
BE REASONABLY NECESSARY OR DESIRABLE OR THAT SECURED PARTY MAY REQUEST IN ORDER
TO PERFECT AND PRESERVE THE SECURITY INTEREST CREATED OR PURPORTED TO BE CREATED
HEREBY; AND (B) FURNISHING TO SECURED PARTY FROM TIME TO TIME STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND SUCH OTHER
REPORTS IN CONNECTION WITH THE COLLATERAL AS SECURED PARTY MAY REASONABLY
REQUEST, ALL IN REASONABLE DETAIL.
(C)
INSPECTION AND INFORMATION.
DEBTOR WILL
FURNISH TO SECURED PARTY AND EACH LENDER ANY INFORMATION WHICH SECURED PARTY MAY
FROM TIME TO TIME REASONABLY REQUEST ON BEHALF OF ITSELF OR ANY LENDER
CONCERNING THE COLLATERAL, ANY COVENANT, PROVISION OR CONDITION OF THIS
AGREEMENT, OR ANY MATTER IN CONNECTION WITH DEBTOR'S BUSINESSES AND OPERATIONS.
DEBTOR SHALL PERMIT REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF THE SECURED
PARTY TO MAKE SUCH VISITATIONS AND INSPECTIONS ON THE TERMS AS PROVIDED IN
SECTION 6.10 OF THE CREDIT AGREEMENT.
SECURED PARTY AND EACH LENDER HEREBY
AGREE THAT IT WILL, AT ALL TIMES, ABIDE BY THE TERMS OF SECTION 10.08 OF THE
CREDIT AGREEMENT REGARDING TREATMENT OF CONFIDENTIAL INFORMATION.
8
(D)
DELIVERY OF PLEDGED SHARES AND LLC RIGHTS.
ALL INSTRUMENTS, CERTIFICATES AND WRITINGS EVIDENCING THE PLEDGED SHARES AND THE
LLC RIGHTS SHALL BE DELIVERED TO SECURED PARTY ON OR PRIOR TO THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, TOGETHER WITH A TRUE AND CORRECT COPY OF THE
ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION, REGULATIONS AND BYLAWS OR
OTHER ORGANIZATIONAL DOCUMENTS OF EACH ISSUER AND ALL AMENDMENTS AND SUPPLEMENTS
THERETO.
ALL OTHER INSTRUMENTS, CERTIFICATES AND WRITINGS HEREAFTER EVIDENCING
OR CONSTITUTING PLEDGED SHARES AND THE LLC RIGHTS AND ALL AMENDMENTS OR
SUPPLEMENTS TO THE ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION,
REGULATIONS OR BYLAWS (WHETHER OR NOT AUTHORIZED HEREUNDER) SHALL BE DELIVERED
TO SECURED PARTY PROMPTLY UPON THE RECEIPT THEREOF BY OR ON BEHALF OF DEBTOR.
ALL SUCH PLEDGED SHARES AND LLC RIGHTS SHALL BE HELD BY OR ON BEHALF OF SECURED
PARTY PURSUANT HERETO AND SHALL BE DELIVERED IN SUITABLE FORM FOR TRANSFER BY
DELIVERY WITH ANY NECESSARY ENDORSEMENT OR SHALL BE ACCOMPANIED BY FULLY
EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT IN BLANK, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO SECURED PARTY.
(E)
PROCEEDS OF PLEDGED SHARES AND LLC RIGHTS.
IF DEBTOR SHALL RECEIVE, BY VIRTUE OF ITS BEING OR HAVING BEEN AN OWNER OF ANY
PLEDGED SHARES OR LLC RIGHTS, ANY (I) CERTIFICATE EVIDENCING SHARES OF STOCK OR
MEMBERSHIP INTERESTS (INCLUDING ANY CERTIFICATE REPRESENTING A STOCK DIVIDEND OR
DISTRIBUTION IN CONNECTION WITH ANY INCREASE OR REDUCTION OF CAPITAL,
REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION, SALE OF ASSETS,
COMBINATION OF SHARES, STOCK SPLIT, SPINOFF OR SPLIT-OFF), PROMISSORY NOTE OR
OTHER INSTRUMENT OR WRITING; (II) OPTION OR RIGHT, WHETHER AS AN ADDITION TO,
SUBSTITUTION FOR, OR IN EXCHANGE FOR, ANY PLEDGED SHARES OR