AND EACH PLEDGOR IRREVOCABLY WAIVES THE RIGHT TO DIRECT THE
APPLICATION OF SUCH PAYMENTS AND PROCEEDS AND ACKNOWLEDGES AND AGREES THAT THE
COLLATERAL AGENT SHALL HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY AND
REAPPLY ANY AND ALL SUCH PAYMENTS AND PROCEEDS IN THE COLLATERAL AGENT'S SOLE
DISCRETION, NOTWITHSTANDING ANY ENTRY TO THE CONTRARY UPON ANY OF ITS BOOKS AND
RECORDS.
12.
RELEASE OF PLEDGED COLLATERAL.
UPON REQUEST, THE COLLATERAL AGENT
SHALL PROMPTLY DELIVER TO THE APPLICABLE PLEDGOR (AT THE PLEDGOR'S EXPENSE)
APPROPRIATE RELEASE DOCUMENTATION TO THE EXTENT THE RELEASE OF PLEDGED
COLLATERAL IS PERMITTED UNDER, AND ON THE TERMS AND CONDITIONS SET FORTH IN, THE
CREDIT AGREEMENT (INCLUDING WITHOUT LIMITATION UPON ANY PERMITTED DISPOSITION OF
SUCH COLLATERAL); PROVIDED THAT ANY SUCH RELEASE, OR THE SUBSTITUTION OF ANY OF
THE PLEDGED COLLATERAL FOR OTHER COLLATERAL, WILL NOT ALTER, VARY OR DIMINISH IN
ANY WAY THE FORCE, EFFECT, LIEN, PLEDGE OR SECURITY INTEREST OF THIS PLEDGE
AGREEMENT AS TO ANY AND ALL PLEDGED COLLATERAL NOT
11
EXPRESSLY RELEASED OR SUBSTITUTED, AND THIS PLEDGE AGREEMENT SHALL CONTINUE AS A
FIRST PRIORITY LIEN (SUBJECT TO PERMITTED LIENS) ON ANY AND ALL PLEDGED
COLLATERAL NOT EXPRESSLY RELEASED OR SUBSTITUTED.
13.
COSTS AND EXPENSES.
AT ALL TIMES HEREAFTER, WHETHER OR NOT UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, THE PLEDGORS AGREE TO PROMPTLY PAY UPON
DEMAND ANY AND ALL REASONABLE COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS) OF THE COLLATERAL AGENT AND THE HOLDERS OF
THE OBLIGATIONS TO THE EXTENT REQUIRED UNDER SECTION 11.04 OF THE CREDIT
AGREEMENT.
ALL OF THE FOREGOING COSTS AND EXPENSES SHALL CONSTITUTE OBLIGATIONS
HEREUNDER.
14.
CONTINUING AGREEMENT.
(A)
THIS PLEDGE AGREEMENT SHALL BE A CONTINUING AGREEMENT IN EVERY
RESPECT AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE TERMINATION OF THE
AGGREGATE COMMITMENTS AND PAYMENT IN FULL OF ALL OBLIGATIONS (OTHER THAN
(A) CONTINGENT INDEMNIFICATION OBLIGATIONS NOT THEN DUE AND PAYABLE AND
(B) OBLIGATIONS AND LIABILITIES UNDER SWAP CONTRACTS AND TREASURY MANAGEMENT
AGREEMENTS NOT THEN DUE AND PAYABLE) AND THE EXPIRATION OR TERMINATION OF ALL
LETTERS OF CREDIT (OR IF ANY LETTERS OF CREDIT SHALL REMAIN OUTSTANDING, UPON
THE (X) THE CASH COLLATERALIZATION OF THE OUTSTANDING AMOUNT OF LETTERS OF
CREDIT ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT AND L/C ISSUER OR
(Y) THE RECEIPT BY THE L/C ISSUER OF A BACKSTOP LETTER OF CREDIT ON TERMS
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND L/C ISSUER).
UPON SUCH PAYMENT AND
TERMINATION AND TERMINATION (OR OTHER SATISFACTION) OF ALL LETTERS OF CREDIT,
THIS PLEDGE AGREEMENT SHALL BE AUTOMATICALLY TERMINATED AND THE COLLATERAL AGENT
SHALL, UPON THE REQUEST AND AT THE EXPENSE OF THE PLEDGORS, FORTHWITH RELEASE
ALL OF ITS LIENS AND SECURITY INTERESTS HEREUNDER AND SHALL EXECUTE AND DELIVER
ALL UCC TERMINATION STATEMENTS AND/OR OTHER DOCUMENTS REASONABLY REQUESTED BY
THE PLEDGORS EVIDENCING SUCH TERMINATION.
NOTWITHSTANDING THE FOREGOING, ALL
INDEMNITIES PROVIDED HEREUNDER SHALL SURVIVE TERMINATION OF THIS PLEDGE
AGREEMENT.
(B)
THIS PLEDGE AGREEMENT SHALL CONTINUE TO BE EFFECTIVE OR BE
AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF