PROVIDED FOR BY THIS AGREEMENT.
BORROWER SHALL DEFEND THE RIGHT, TITLE AND
INTEREST OF LENDER IN AND TO THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF
ALL PERSONS WHOMSOEVER.
(C)
AT ANY TIME AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF
LENDER, AND AT THE SOLE EXPENSE OF BORROWER, BORROWER SHALL PROMPTLY AND DULY
GIVE, EXECUTE, DELIVER FILE AND/OR RECORD SUCH FURTHER INSTRUMENTS AND DOCUMENTS
AND TAKE SUCH FURTHER ACTIONS AS LENDER MAY REASONABLY REQUEST FOR THE PURPOSES
OF OBTAINING, CREATING, PERFECTING, VALIDATING OR PRESERVING THE FULL BENEFITS
OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED INCLUDING WITHOUT
LIMITATION FILING UCC FINANCING OR CONTINUATION STATEMENTS, PROVIDED THAT THE
AMOUNT OF THE DEBT SHALL NOT BE INCREASED THEREBY.
BORROWER HEREBY AUTHORIZES
LENDER TO FILE ANY SUCH FINANCING STATEMENT OR CONTINUATION STATEMENT WITHOUT
THE SIGNATURE OF BORROWER TO THE EXTENT PERMITTED BY LAW.
IF ANY AMOUNT PAYABLE
UNDER OR IN CONNECTION WITH ANY OF THE COLLATERAL SHALL BE OR BECOME EVIDENCED
BY ANY PROMISSORY NOTE, OTHER INSTRUMENT OR CHATTEL PAPER, SUCH NOTE, INSTRUMENT
OR CHATTEL PAPER SHALL BE PROMPTLY DELIVERED TO LENDER, DULY ENDORSED IN A
MANNER SATISFACTORY TO LENDER, TO BE HELD AS COLLATERAL PURSUANT TO THIS
AGREEMENT.
(D)
BORROWER SHALL NOT AMEND OR MODIFY THE MORTGAGE BORROWER COMPANY
AGREEMENT IN ANY RESPECT OTHER THAN IN ACCORDANCE WITH THE LOAN AGREEMENT.
(E)
BORROWER WILL FURNISH TO LENDER FROM TIME TO TIME STATEMENTS AND
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE PLEDGED INTERESTS AND SUCH
OTHER REPORTS IN CONNECTION WITH THE PLEDGED INTERESTS AS LENDER MAY REASONABLY
REQUEST, ALL IN REASONABLE DETAIL.
(F)
BORROWER WILL NOT (A) CHANGE THE LOCATION OF ITS CHIEF EXECUTIVE
OFFICE OR PRINCIPAL PLACE OF BUSINESS FROM THAT SPECIFIED IN SCHEDULE I, OR
(B) CHANGE ITS NAME, IDENTITY OR STRUCTURE, OR (C) REORGANIZE UNDER THE LAWS OF
ANOTHER JURISDICTION, UNLESS (I) IT SHALL HAVE GIVEN THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO SUCH EFFECT TO LENDER,
(II) ALL ACTION REASONABLY NECESSARY
OR ADVISABLE, IN LENDER'S REASONABLE OPINION, TO PROTECT AND PERFECT THE LIENS
AND SECURITY INTERESTS INTENDED TO BE CREATED HEREUNDER WITH RESPECT TO THE
PLEDGED INTERESTS SHALL HAVE BEEN TAKEN AND (III) IT SHALL HAVE PROVIDED LENDER
WITH AN UPDATED "EAGLE 9" UCC POLICY OR OTHER COMPARABLE UCC INSURANCE POLICY OR
ENDORSEMENT TO THE EXISTING UCC INSURANCE POLCY ACCEPTABLE TO LENDER.
(G)
BORROWER SHALL PAY, AND SAVE LENDER HARMLESS FROM, ANY AND ALL
LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL
STAMP, EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL OR IN CONNECTION WITH ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(H)
WITH RESPECT TO ANY PLEDGED INTERESTS THAT ARE NOT CAPITAL STOCK
IN A CORPORATION, BORROWER SHALL NOT OPT OUT OF ARTICLE 8 OF THE CODE WITHOUT
LENDER'S PRIOR WRITTEN CONSENT.
(I)
BORROWER SHALL NOT ENTER INTO ANY AGREEMENT WHEREBY IT TRANSFERS
OR CEDES ITS VOTING RIGHTS IN ANY ISSUER OR