SUCH
FURTHER ACTS AND THINGS, AND TO EXECUTE AND DELIVER SUCH ADDITIONAL CONVEYANCES,
ASSIGNMENTS, AGREEMENTS AND INSTRUMENTS, AS THE COLLATERAL AGENT, IN ACCORDANCE
WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS OF THE INTERCREDITOR
AGREEMENT, MAY AT ANY TIME REASONABLY REQUEST IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT OR WITH RESPECT TO THE
COLLATERAL OR ANY PART THEREOF OR IN ORDER BETTER TO ASSURE AND CONFIRM UNTO THE
COLLATERAL AGENT ITS RIGHTS AND REMEDIES HEREUNDER.
SECTION 17.
BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.
WHENEVER IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH
REFERENCE SHALL BE DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PARTY;
AND ALL COVENANTS, PROMISES AND AGREEMENTS BY OR ON BEHALF OF ANY PLEDGOR THAT
ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF ITS
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY PLEDGOR
WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH PLEDGOR SHALL HAVE BEEN
DELIVERED TO THE COLLATERAL AGENT AND A COUNTERPART HEREOF SHALL HAVE BEEN
EXECUTED ON BEHALF OF THE COLLATERAL AGENT, AND THEREAFTER SHALL BE BINDING UPON
SUCH PLEDGOR AND THE COLLATERAL AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH PLEDGOR, THE COLLATERAL AGENT
AND THE OTHER SECURED PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
EXCEPT THAT NO PLEDGOR SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR
ANY INTEREST HEREIN OR IN THE COLLATERAL (AND ANY SUCH ATTEMPTED ASSIGNMENT
SHALL BE VOID), EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS.
IF ALL OF THE CAPITAL STOCK OF A PLEDGOR IS SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF TO A PERSON THAT IS NOT AN AFFILIATE OF THE BORROWER
PURSUANT TO A TRANSACTION PERMITTED BY SECTION 6.06 OF THE CREDIT AGREEMENT,
SUCH PLEDGOR SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
FURTHER ACTION.
THIS AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH
RESPECT TO EACH PLEDGOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR
RELEASED WITH RESPECT TO ANY PLEDGOR WITHOUT THE APPROVAL OF ANY OTHER PLEDGOR
AND WITHOUT AFFECTING THE OBLIGATIONS OF ANY OTHER PLEDGOR HEREUNDER.
13
SECTION 18.
SURVIVAL OF AGREEMENT; SEVERABILITY.
(A)
ALL
COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY EACH PLEDGOR
HEREIN AND IN THE CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN
CONNECTION WITH OR PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL
BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE COLLATERAL AGENT AND THE OTHER
SECURED PARTIES AND SHALL SURVIVE THE MAKING BY THE LENDERS OF THE LOANS AND THE
ISSUANCE OF THE LETTERS OF CREDIT BY THE ISSUING BANK, REGARDLESS OF ANY
INVESTIGATION MADE BY THE SECURED PARTIES OR ON THEIR BEHALF, AND SHALL CONTINUE
IN FULL FORCE AND EFFECT AS LONG AS THE PRINCIPAL OF OR ANY ACCRUED INTEREST ON
ANY LOAN OR ANY OTHER FEE OR AMOUNT PAYABLE UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IS OUTSTANDING AND UNPAID