TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, POWER TO ENDORSE EACH
PLEDGOR'S NAME ON ANY
CHECKS, NOTES, ACCEPTANCES, MONEY ORDERS, DRAFTS OR OTHER FORM OF PAYMENT OR
SECURITY REPRESENTING A PORTION OF THE PLEDGED COLLATERAL THAT MAY COME INTO THE
ADMINISTRATIVE AGENT'S POSSESSION AND TO DO ALL THINGS
NECESSARY TO CARRY OUT
THE TERMS OF THIS PLEDGE AGREEMENT.
EACH PLEDGOR RATIFIES AND APPROVES ALL SUCH
ACTS OF SUCH ATTORNEY-IN-FACT.
EXCEPT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER PERSON DESIGNATED BY THE
ADMINISTRATIVE AGENT AS ATTORNEY-IN-FACT HEREUNDER WILL BE LIABLE FOR ANY ACTS
OR OMISSIONS, NOR FOR ANY ERRORS OF JUDGMENT OR MISTAKES OF FACT OR LAW.
THIS
POWER, COUPLED WITH AN INTEREST, IS IRREVOCABLE UNTIL THE PAYMENT IN FULL OF ALL
SECURED OBLIGATIONS OF EACH PLEDGOR (OTHER THAN INDEMNITIES AND OTHER SIMILAR
CONTINGENT OBLIGATIONS SURVIVING THE TERMINATION OF THIS PLEDGE AGREEMENT FOR
WHICH NO CLAIM HAS BEEN MADE AND WHICH ARE UNKNOWN AND NOT CALCULABLE AT THE
TIME OF TERMINATION AND THOSE OBLIGATIONS RELATING TO THE HEDGING OBLIGATIONS).
12
12.
ADMINISTRATIVE AGENT'S RIGHT TO TAKE ACTION.
IN THE EVENT THAT ANY PLEDGOR
FAILS OR REFUSES
PROMPTLY TO PERFORM ANY OF ITS OBLIGATIONS SET FORTH HEREIN,
INCLUDING, WITHOUT LIMITATION, ITS OBLIGATION PURSUANT TO SECTION 6(E) HEREOF TO
PAY TAXES, ASSESSMENTS AND OTHER CHARGES LEVIED, ASSESSED OR IMPOSED ON THE
PLEDGED COLLATERAL, OR OTHERWISE FAILS OR REFUSES TO PAY ANY AMOUNT NECESSARY
FOR THE PRESERVATION AND PROTECTION OF THE PLEDGED COLLATERAL, THE
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, WITHOUT OBLIGATION, BY NOTICE TO THE
PLEDGORS, TO DO ALL THINGS IT DEEMS NECESSARY TO DISCHARGE THE SAME (INCLUDING,
WITHOUT LIMITATION, TO PAY ANY SUCH TAXES, ASSESSMENTS, CHARGES OR OTHER SUMS,
TOGETHER WITH INTEREST AND PENALTIES THEREON) AND ANY SUMS PAID BY THE
ADMINISTRATIVE AGENT, OR THE COST THEREOF, INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES, SHALL BE REIMBURSED BY THE PLEDGORS, TO THE
ADMINISTRATIVE AGENT ON DEMAND AND, UNTIL SO REIMBURSED, SHALL BEAR INTEREST AT
THE HIGHEST RATE CHARGEABLE IN ACCORDANCE WITH THE CONDITIONS UNDER SECTION
2.12(C) OF THE AMENDED AND RESTATED CREDIT AGREEMENT.
13.
EXPENSES.
THE PLEDGORS SHALL, JOINTLY AND SEVERALLY, PAY (I) ALL
REASONABLE COSTS, EXPENSES, TAXES AND FEES INCURRED BY THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS
PLEDGE AGREEMENT AND ALL CERTIFICATES, OPINIONS AND OTHER DOCUMENTS RELATING TO
THESE TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE DISBURSEMENTS
AND PROFESSIONAL FEES OF HUNTON AND WILLIAMS, COUNSEL TO THE ADMINISTRATIVE
AGENT, IN ALL CASES WHETHER OR NOT THE TRANSACTION CONTEMPLATED HEREBY SHALL BE
CONSUMMATED; (II) ALL COSTS, EXPENSES, TAXES AND FEES INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE PERFECTION, REGISTRATION,
MAINTENANCE, ADMINISTRATION, CUSTODY AND PRESERVATION OF THE PLEDGED COLLATERAL,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY AND ALL PRESENT AND FUTURE
STAMP, INTANGIBLE OR OTHER TAXES IN CONNECTION WITH THIS PLEDGE AGREEMENT AND
ALL OTHER DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION HEREWITH, AND RELATING
TO RELEASES AND CONSENTS; AND