EXTENT PERMITTED BY
APPLICABLE LAW, JOIN THE NEGATIVE PLEDGE AGREEMENT REFERRED TO IN SECTION 5.8(I)
HEREIN, EXPRESSLY ACKNOWLEDGE THE NEGATIVE PLEDGE CONTAINED THEREIN AND AGREE TO
BE BOUND BY ALL THE TERMS THEREOF.
34
8.14
Releases. (a)
On the Termination Date, the Collateral shall be
released from the Liens created hereby, and this Agreement and all obligations
(other than those expressly stated to survive such termination and the guarantee
in Section 2 with respect to such surviving obligations) of the parties hereto
shall terminate, all without delivery of any instrument or performance of any
act by any party, and all rights to the Collateral shall revert to the Pledgors.
At the request and sole expense of any Pledgor following any such termination,
the Collateral Agent shall deliver to such Pledgor any Collateral held by the
Collateral Agent hereunder, and execute and deliver to such Pledgor such
documents as such Pledgor shall reasonably request to evidence such termination.
(B)
IF ANY OF THE COLLATERAL SHALL BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF BY ANY PLEDGOR IN A TRANSACTION PERMITTED BY THE SECURITIES PURCHASE
AGREEMENT, THEN THE COLLATERAL AGENT, AT THE REQUEST AND SOLE EXPENSE OF SUCH
PLEDGOR, SHALL EXECUTE AND DELIVER TO SUCH PLEDGOR ALL RELEASES OR OTHER
DOCUMENTS REASONABLY NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED
HEREBY ON SUCH COLLATERAL. AT THE REQUEST AND SOLE EXPENSE OF THE COMPANY, A
PLEDGOR WHICH IS A SUBSIDIARY OF THE COMPANY SHALL BE RELEASED FROM ITS
OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL THE CAPITAL STOCK OF SUCH PLEDGOR
SHALL BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN A TRANSACTION PERMITTED
BY THE SECURITIES PURCHASE AGREEMENT; PROVIDED THAT THE COMPANY SHALL HAVE
DELIVERED TO THE COLLATERAL AGENT, AT LEAST TEN BUSINESS DAYS (OR SUCH SHORTER
PERIOD REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT) PRIOR TO THE DATE OF THE
PROPOSED RELEASE, A WRITTEN REQUEST FOR RELEASE IDENTIFYING THE RELEVANT PLEDGOR
AND THE TERMS OF THE SALE OR OTHER DISPOSITION IN REASONABLE DETAIL, INCLUDING
THE PRICE THEREOF AND ANY EXPENSES IN CONNECTION THEREWITH, TOGETHER WITH A
CERTIFICATION BY THE COMPANY STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH
THE SECURITIES PURCHASE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
8.15
Foreign Pledgor Provisions. Each Pledgor that is a Foreign Pledgor
agrees as follows:
(A)
THE FOREIGN PLEDGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY
APPOINTS CT CORPORATION SYSTEM (THE "PROCESS COLLATERAL AGENT"), WITH AN OFFICE
ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011 AS ITS AGENT
TO RECEIVE ON BEHALF OF SUCH FOREIGN PLEDGOR AND ITS PROPERTY SERVICE OF COPIES
OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY
ACTION REFERRED TO IN SECTION 8.11 OR PROCEEDING IN ANY NEW YORK STATE OR
FEDERAL COURT AND AGREES PROMPTLY TO APPOINT A SUCCESSOR PROCESS COLLATERAL
AGENT IN THE CITY OF NEW YORK (WHICH SUCCESSOR PROCESS COLLATERAL AGENT SHALL
ACCEPT SUCH APPOINTMENT IN WRITING IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY
TO THE COLLATERAL AGENT) PRIOR TO THE