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5 <br />Pledged Interests, other than the lien created hereby, and will defend the right, title and <br />interest of Lender in, to and under the Pledged Interests against the claims and demands <br />of all persons whomsoever. <br /> <br /> (e) Further Identification of Pledged Interests. Pledgor will furnish to Lender <br />from time to time statements and schedules further identifying and describing the Pledged <br />Interests and such other reports in connection with the Pledged Interests as Lender may <br />reasonably request, all in reasonable detail. <br /> <br /> (f) Changes in Location, Name, Etc. Pledgor shall not, unless (i) it shall have <br />given thirty (30) days prior written notice to such effect to Lender and (ii) all action <br />necessary or advisable, in Lender's opinion, to protect and perfect the liens and security <br />interests intended to be created hereunder with respect to the Pledged Interests shall have <br />been taken: change his name, identity or address as set forth herein. <br /> <br /> (g) Taxes. Pledgor shall pay, and save Lender harmless from, any and all <br />liabilities with respect to, or resulting from any delay in paying, any and all stamp, <br />income, excise, sales or other taxes which may be payable or determined to be payable <br />with respect to any of the Collateral or in connection with any of the transactions <br />contemplated by this Agreement. <br /> <br /> (h) Pledgor Remains Liable. Notwithstanding any provision of this <br />Agreement to the contrary, the Pledgor shall remain liable under the Organizational <br />Documents of Company, to the extent set forth herein, and shall perform all of his duties <br />and obligations thereunder to the same extent as if this Agreement had not been executed. <br />The exercise by Lender of any rights hereunder shall not release Pledgor from any of his <br />(its) duties or obligations under any of the Company’s Organizational Documents. <br /> <br /> 5. Certain Understandings of Parties; Registration of Pledge; Control <br />of Pledged Collateral, Etc. <br /> <br /> (a) Characterization Under Article 9 of the Code. The parties agree that this <br />Pledge is deemed to be governed by Article 9 of the Code and: (i) the parties <br />acknowledge and agree that the Pledged Interests constitute "general intangibles" (as <br />defined in Section 9-102(a)(42) of the Code); and (ii) Pledgor covenants and agrees that <br />the Pledged Interests are not and will not be dealt in or traded on securities exchanges or <br />securities markets. Except as required by this Agreement, the Pledged Interests are not <br />and will not be investment company securities (as "investment company security" is <br />defined in Section 8-103 of the Code). <br /> <br /> (b) Registration of Pledge; Control of Collateral. Notwithstanding the <br />foregoing, to better assure the perfection of the security interest of Lender in the Pledged <br />Membership Units or Interests, concurrently with the execution and delivery of this <br />Agreement, Pledgor shall deliver the certificate to Lender and send written instructions in <br />the form of Exhibit B hereof to the Company, and shall cause the Company to deliver to <br />Lender the Confirmation Statement and Instruction Agreement in the form of Exhibit C <br />69