SALE OR OTHER TRANSFER BY ANY
PLEDGOR OF ANY COLLATERAL THAT IS PERMITTED UNDER THE CREDIT AGREEMENT, OR UPON
THE EFFECTIVENESS OF ANY WRITTEN CONSENT TO THE RELEASE OF THE SECURITY INTEREST
GRANTED HEREBY IN ANY COLLATERAL PURSUANT TO SECTION 13.1 OF THE CREDIT
AGREEMENT, THE OBLIGATIONS OF SUCH PLEDGOR WITH RESPECT TO SUCH COLLATERAL SHALL
BE AUTOMATICALLY
11
RELEASED AND SUCH COLLATERAL SOLD FREE AND CLEAR OF THE LIEN AND SECURITY
INTERESTS CREATED HEREBY.
(D)
IN CONNECTION WITH ANY TERMINATION OR
RELEASE PURSUANT TO THE FOREGOING PARAGRAPH (A), (B) OR (C), THE ADMINISTRATIVE
AGENT SHALL EXECUTE AND DELIVER TO ANY PLEDGOR, AT SUCH PLEDGOR'S EXPENSE, ALL
DOCUMENTS THAT SUCH PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE SUCH
TERMINATION OR RELEASE.
ANY EXECUTION AND DELIVERY OF DOCUMENTS PURSUANT TO
THIS SECTION 14 SHALL BE WITHOUT RECOURSE TO OR WARRANTY BY THE ADMINISTRATIVE
AGENT.
15.
REINSTATEMENT.
THIS PLEDGE AGREEMENT SHALL
CONTINUE TO BE EFFECTIVE, OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY UPON THE INSOLVENCY, BANKRUPTCY, DISSOLUTION, LIQUIDATION OR
REORGANIZATION OF ANY PLEDGOR, OR UPON OR AS A RESULT OF THE APPOINTMENT OF A
RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR OFFICER FOR, THE
BORROWER OR ANY OTHER PLEDGOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR
OTHERWISE, ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE.
16.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
PURSUANT HERETO SHALL BE MADE IN ACCORDANCE WITH SECTION 13.2 OF THE CREDIT
AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO ANY SUBSIDIARY PLEDGOR
SHALL BE GIVEN TO IT IN CARE OF THE BORROWER AT THE BORROWER'S ADDRESS SET FORTH
IN SECTION 13.2 OF THE CREDIT AGREEMENT.
17.
COUNTERPARTS.
THIS PLEDGE AGREEMENT MAY BE
EXECUTED BY ONE OR MORE OF THE PARTIES TO THIS PLEDGE AGREEMENT ON ANY NUMBER OF
SEPARATE COUNTERPARTS (INCLUDING BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION),
AND ALL OF SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE
AND THE SAME INSTRUMENT.
A SET OF THE COPIES OF THIS PLEDGE AGREEMENT SIGNED BY
ALL THE PARTIES SHALL BE LODGED WITH THE ADMINISTRATIVE AGENT AND THE BORROWER.
18.
SEVERABILITY.
ANY PROVISION OF THIS PLEDGE
AGREEMENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
THE PARTIES
HERETO SHALL ENDEAVOR IN GOOD-FAITH NEGOTIATIONS TO REPLACE THE INVALID, ILLEGAL
OR UNENFORCEABLE PROVISIONS WITH VALID PROVISIONS THE ECONOMIC EFFECT OF WHICH
COMES AS CLOSE AS POSSIBLE TO THAT OF THE INVALID, ILLEGAL OR UNENFORCEABLE
PROVISIONS.
19.
INTEGRATION.
THIS PLEDGE AGREEMENT
REPRESENTS THE AGREEMENT OF EACH OF THE PLEDGORS WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR