EFFECT THE PLEDGE OF THE PLEDGED SECURITIES TO THE GRANTEE.
NOTWITHSTANDING THE PRECEDING SENTENCE, ALL PLEDGED CERTIFICATED STOCK MUST BE
DELIVERED OR TRANSFERRED IN SUCH MANNER, AND EACH GRANTOR SHALL TAKE ALL SUCH
FURTHER ACTION AS MAY BE REQUESTED BY THE GRANTEE, AS TO PERMIT THE GRANTEE TO
BE A "PROTECTED PURCHASER" TO THE EXTENT OF ITS SECURITY INTEREST AS PROVIDED IN
SECTION 8-303 OF THE UCC.
Section 21.
CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE CREDIT
AGREEMENT. THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
COLLATERAL AND SHALL (A) REMAIN IN FULL FORCE AND EFFECT UNTIL THE DATE SET
FORTH IN SECTION 16.11(A)(I) OF THE CREDIT AGREEMENT, (B) BE BINDING UPON EACH
GRANTOR, ITS SUCCESSORS AND ASSIGNS AND (C) INURE, TOGETHER WITH THE RIGHTS AND
REMEDIES OF THE GRANTEE HEREUNDER, TO THE BENEFIT OF THE GRANTORS, THE CREDITORS
AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS; PROVIDED THAT NO
GRANTOR MAY ASSIGN, TRANSFER OR DELEGATE ANY OF ITS RIGHTS OR SECURED
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE
GRANTEE AND THE LENDERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING CLAUSE
(C) BUT SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11 OF THE CREDIT
AGREEMENT, ANY CREDITOR MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY PORTION OF
ITS RIGHTS AND OBLIGATIONS UNDER THE CREDIT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ALL OR ANY PORTION OF ITS COMMITMENTS, THE ADVANCES OWING TO IT AND
THE NOTE OR NOTES, IF ANY, HELD BY IT) TO ANY OTHER PERSON, AND SUCH OTHER
PERSON SHALL THEREUPON BECOME VESTED WITH ALL THE BENEFITS IN RESPECT THEREOF
GRANTED TO SUCH LENDER PARTY HEREIN OR OTHERWISE, IN EACH CASE AS PROVIDED IN
SECTION 11 OF THE CREDIT AGREEMENT.
Section 22.
SECURITY INTEREST ABSOLUTE. THE OBLIGATIONS OF EACH GRANTOR UNDER
THIS AGREEMENT ARE INDEPENDENT OF THE SECURED OBLIGATIONS OR ANY OTHER
OBLIGATIONS OF ANY OTHER SECURITY PARTY UNDER OR IN RESPECT OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENT, AND A SEPARATE ACTION OR ACTIONS MAY BE
BROUGHT AND PROSECUTED AGAINST EACH GRANTOR TO ENFORCE THIS AGREEMENT,
IRRESPECTIVE OF WHETHER ANY ACTION IS BROUGHT AGAINST SUCH GRANTOR OR ANY OTHER
SECURITY PARTY OR WHETHER SUCH GRANTOR OR ANY OTHER SECURITY PARTY IS JOINED IN
ANY SUCH ACTION OR ACTIONS. ALL RIGHTS OF THE GRANTEE AND THE OTHER CREDITORS
AND THE PLEDGE, ASSIGNMENT AND SECURITY INTEREST HEREUNDER, AND ALL OBLIGATIONS
OF EACH GRANTOR HEREUNDER, SHALL BE IRREVOCABLE, ABSOLUTE AND UNCONDITIONAL
IRRESPECTIVE OF, AND EACH GRANTOR HEREBY IRREVOCABLY WAIVES (TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW) ANY DEFENSES IT MAY NOW HAVE OR MAY
HEREAFTER ACQUIRE.
Section 23.
AUTHORITY OF THE GRANTEE. EACH GRANTOR ACKNOWLEDGES THAT THE
RIGHTS AND RESPONSIBILITIES OF THE GRANTEE UNDER THIS AGREEMENT WITH RESPECT TO
ANY ACTION TAKEN BY THE GRANTEE OR THE EXERCISE OR NON-EXERCISE BY THE GRANTEE
OF ANY OPTION, VOTING RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED
FOR HEREIN OR RESULTING OR ARISING OUT OF THIS AGREEMENT SHALL, AS BETWEEN THE
GRANTEE AND THE OTHER CREDITORS,