AND (II) THE LIENS ON ALL CAPITAL STOCK OF THE INSTAR
ENTITIES CREATED THEREUNDER ARE PERMANENTLY RELEASED, (1) WITHIN 60 DAYS OF SUCH
TERMINATION AND RELEASE, THE RELEVANT PLEDGORS SHALL DELIVER THE CERTIFICATES,
IF ANY, CONSTITUTING THE INSTAR PLEDGED STOCK TO THE COLLATERAL AGENT (WHO WILL
HOLD THE SAME ON BEHALF OF THE SECURED PARTIES), OR THE REVOLVING COLLATERAL
AGENT OR ANY ADDITIONAL AGENT, AS APPLICABLE, IN ACCORDANCE WITH THE
INTERCREDITOR AGREEMENT, IN THE EXACT FORM RECEIVED, DULY INDORSED BY SUCH
PLEDGOR TO THE COLLATERAL AGENT, OR THE REVOLVING COLLATERAL AGENT OR ANY
ADDITIONAL AGENT, AS APPLICABLE, IN ACCORDANCE WITH THE INTERCREDITOR AGREEMENT,
IF REQUIRED, OR ACCOMPANIED BY AN UNDATED STOCK POWER COVERING SUCH CERTIFICATE
DULY EXECUTED IN BLANK BY SUCH PLEDGOR, TO BE HELD BY THE COLLATERAL AGENT, OR
THE REVOLVING COLLATERAL AGENT OR ANY ADDITIONAL AGENT, AS APPLICABLE, IN
ACCORDANCE WITH THE INTERCREDITOR AGREEMENT, SUBJECT TO THE TERMS HEREOF, AS
ADDITIONAL COLLATERAL SECURITY FOR THE OBLIGATIONS (SUBJECT TO SUBSECTION 3.3
AND PROVIDED THAT IN NO EVENT SHALL THERE BE PLEDGED, NOR SHALL ANY PLEDGOR BE
REQUIRED TO PLEDGE, (I)
MORE THAN 65% OF ANY SERIES OF THE OUTSTANDING CAPITAL
STOCK OF ANY FOREIGN SUBSIDIARY PURSUANT TO THIS AGREEMENT OR (II) ANY
RESTRICTED ASSETS) AND (2) ON THE DATE THAT IS 60 DAYS AFTER SUCH TERMINATION
AND RELEASE, THE INSTAR PLEDGED STOCK SHALL BE DEEMED "PLEDGED STOCK" FOR ALL
PURPOSES UNDER THIS AGREEMENT, AND SCHEDULE 2 SHALL BE DEEMED AMENDED TO INCLUDE
THE ISSUERS OF THE INSTAR PLEDGED STOCK AS "ISSUERS" HEREUNDER.
5.4
COVENANTS OF HOLDING.
HOLDING COVENANTS AND
AGREES WITH THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES THAT, FROM AND
AFTER THE DATE OF THIS AGREEMENT UNTIL THE LOANS, AND ALL OTHER OBLIGATIONS THEN
DUE AND OWING, SHALL HAVE BEEN PAID IN FULL IN CASH AND THE TERM LOAN
COMMITMENTS SHALL HAVE TERMINATED, HOLDING: SHALL NOT CONDUCT, TRANSACT OR
OTHERWISE ENGAGE, OR COMMIT TO CONDUCT, TRANSACT OR OTHERWISE ENGAGE, IN ANY
BUSINESS OR OPERATIONS OTHER THAN (I) TRANSACTIONS CONTEMPLATED BY THE LOAN
DOCUMENTS OR THE PROVISION OF ADMINISTRATIVE, LEGAL, ACCOUNTING AND MANAGEMENT
SERVICES TO, OR ON BEHALF OF, ANY OF ITS SUBSIDIARIES, (II) THE ACQUISITION AND
OWNERSHIP OF THE CAPITAL STOCK OF ANY OF ITS SUBSIDIARIES AND THE EXERCISE OF
RIGHTS AND
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PERFORMANCE OF OBLIGATIONS IN CONNECTION THEREWITH, (III) THE ENTRY INTO, AND
EXERCISE OF RIGHTS AND PERFORMANCE OF OBLIGATIONS IN RESPECT OF (A) THE
TRANSACTION DOCUMENTS, THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS TO WHICH IT
IS A PARTY; ANY OTHER AGREEMENT TO WHICH IT IS A PARTY ON THE DATE HEREOF; AND
ANY GUARANTEE OF INDEBTEDNESS OR OTHER OBLIGATIONS OF ANY OF ITS SUBSIDIARIES
PERMITTED PURSUANT TO THE LOAN DOCUMENTS; IN EACH CASE AS AMENDED, SUPPLEMENTED
WAIVED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND ANY REFINANCINGS,
REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF, (B) CONTRACTS AND AGREEMENTS WITH
OFFICERS, DIRECTORS AND EMPLOYEES OF IT OR ANY SUBSIDIARY THEREOF RELATING TO
THEIR EMPLOYMENT OR DIRECTORSHIPS, (C) INSURANCE POLICIES AND RELATED CONTRACTS
AND AGREEMENTS, AND (D)