WHICH RIGHTS, SECURITY, LIENS,
SECURITY INTERESTS OR REMEDIES THE COLLATERAL AGENT SHALL AT ANY TIME PURSUE,
RELINQUISH, SUBORDINATE, MODIFY OR TAKE WITH RESPECT THERETO, WITHOUT IN ANY WAY
MODIFYING OR AFFECTING ANY OF THEM OR THE OBLIGATIONS OR ANY OF THE RIGHTS OF
THE COLLATERAL AGENT OR THE HOLDERS OF THE OBLIGATIONS UNDER THIS PLEDGE
AGREEMENT, UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR UNDER ANY OTHER DOCUMENT
RELATING TO THE OBLIGATIONS.
26.
JOINT AND SEVERAL OBLIGATIONS OF PLEDGORS.
(A)
SUBJECT TO SUBSECTION (C) OF THIS SECTION 26, EACH OF THE PLEDGORS
IS ACCEPTING JOINT AND SEVERAL LIABILITY HEREUNDER IN CONSIDERATION OF THE
FINANCIAL ACCOMMODATION TO BE PROVIDED BY THE HOLDERS OF THE OBLIGATIONS, FOR
THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH OF THE
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PLEDGORS AND IN CONSIDERATION OF THE UNDERTAKINGS OF EACH OF THE PLEDGORS TO
ACCEPT JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS OF EACH OF THEM.
(B)
SUBJECT TO SUBSECTION (C) OF THIS SECTION 26, EACH OF THE PLEDGORS
JOINTLY AND SEVERALLY HEREBY IRREVOCABLY AND UNCONDITIONALLY ACCEPTS, NOT MERELY
AS A SURETY BUT ALSO AS A CO-DEBTOR, JOINT AND SEVERAL LIABILITY WITH THE OTHER
PLEDGORS WITH RESPECT TO THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS
ARISING UNDER THIS PLEDGE AGREEMENT AND THE OTHER CREDIT DOCUMENTS, IT BEING THE
INTENTION OF THE PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE THE JOINT AND
SEVERAL OBLIGATIONS OF EACH OF THE PLEDGORS WITHOUT PREFERENCES OR DISTINCTION
AMONG THEM.
(C)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN OR
IN ANY OTHER OF THE CREDIT DOCUMENTS, THE OBLIGATIONS OF EACH PLEDGOR THAT IS A
GUARANTOR UNDER THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE
LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE LARGEST AMOUNT THAT WOULD NOT RENDER
SUCH OBLIGATIONS SUBJECT TO AVOIDANCE UNDER SECTION 548 OF THE BANKRUPTCY CODE
OF THE UNITED STATES OR ANY OTHER APPLICABLE DEBTOR RELIEF LAW (INCLUDING ANY
COMPARABLE PROVISIONS OF ANY APPLICABLE STATE LAW).
27.
JOINDER OF ADDITIONAL PLEDGORS.
THE PLEDGORS SHALL CAUSE EACH
SUBSIDIARY OF THE BORROWER WHICH, FROM TIME TO TIME, AFTER THE DATE HEREOF SHALL
BE REQUIRED TO PLEDGE ANY ASSETS TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE
HOLDERS OF OBLIGATIONS PURSUANT TO THE PROVISIONS OF THE CREDIT AGREEMENT, TO
EXECUTE AND DELIVER TO THE COLLATERAL AGENT A PLEDGE AGREEMENT JOINDER AGREEMENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT 27 HERETO AND, UPON SUCH EXECUTION AND
DELIVERY, SUCH SUBSIDIARY SHALL CONSTITUTE A "PLEDGOR" FOR ALL PURPOSES
HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF ORIGINALLY NAMED AS A PLEDGOR
HEREIN.
THE EXECUTION AND DELIVERY OF SUCH PLEDGE AGREEMENT JOINDER AGREEMENT
SHALL NOT REQUIRE THE CONSENT OF ANY PLEDGOR HEREUNDER.
THE RIGHTS AND
OBLIGATIONS OF EACH PLEDGOR HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE ADDITION OF ANY NEW PLEDGOR AS A PARTY TO THIS AGREEMENT.
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Each of the parties hereto has caused a counterpart of this Pledge Agreement to
be duly executed and