AGENT.
THE ADMINISTRATIVE AGENT
MAY FROM TIME TO TIME IN CONNECTION WITH ITS RESIGNATION AND REPLACEMENT AS
ADMINISTRATIVE AGENT UNDER SECTION 9.06 OF THE CREDIT AGREEMENT ASSIGN THE
PLEDGOR OBLIGATIONS AND ANY PORTION THEREOF AND/OR THE PLEDGED COLLATERAL AND
ANY PORTION THEREOF, AND THE ASSIGNEE SHALL BE ENTITLED TO ALL OF THE RIGHTS AND
REMEDIES OF THE ADMINISTRATIVE AGENT UNDER THIS PLEDGE AGREEMENT IN RELATION
THERETO.
(C)
THE ADMINISTRATIVE AGENT'S DUTY OF CARE.
OTHER THAN THE EXERCISE
OF REASONABLE CARE TO ENSURE THE SAFE CUSTODY OF THE PLEDGED COLLATERAL WHILE
BEING HELD BY THE ADMINISTRATIVE AGENT HEREUNDER, THE ADMINISTRATIVE AGENT SHALL
HAVE NO DUTY OR LIABILITY TO PRESERVE RIGHTS PERTAINING THERETO, IT BEING
UNDERSTOOD AND AGREED THAT EACH OF THE PLEDGORS SHALL BE RESPONSIBLE FOR
PRESERVATION OF ALL RIGHTS IN THE PLEDGED COLLATERAL OF
SUCH PLEDGOR, AND THE ADMINISTRATIVE AGENT SHALL BE RELIEVED OF ALL
RESPONSIBILITY FOR SUCH PLEDGED COLLATERAL UPON SURRENDERING IT OR TENDERING THE
SURRENDER OF IT TO SUCH PLEDGOR.
THE ADMINISTRATIVE AGENT SHALL BE DEEMED TO
HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF THE PLEDGED
COLLATERAL IN ITS POSSESSION IF SUCH PLEDGED COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THAT WHICH THE ADMINISTRATIVE AGENT ACCORDS ITS OWN
PROPERTY, WHICH SHALL BE NO LESS THAN THE TREATMENT EMPLOYED BY A REASONABLE AND
PRUDENT AGENT IN THE INDUSTRY, IT BEING UNDERSTOOD THAT THE ADMINISTRATIVE AGENT
SHALL NOT HAVE RESPONSIBILITY FOR (I) ASCERTAINING OR TAKING ACTION WITH RESPECT
TO CALLS, CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR OTHER MATTERS RELATING
TO ANY PLEDGED COLLATERAL, WHETHER OR NOT THE ADMINISTRATIVE AGENT HAS OR IS
DEEMED TO HAVE KNOWLEDGE OF SUCH MATTERS; OR (II) TAKING ANY NECESSARY STEPS TO
PRESERVE RIGHTS AGAINST ANY PARTIES WITH RESPECT TO ANY PLEDGED COLLATERAL.
(D)
VOTING RIGHTS IN RESPECT OF THE PLEDGED COLLATERAL.
(A)
SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, TO THE EXTENT PERMITTED BY LAW UNTIL RECEIPT BY A PLEDGOR OF WRITTEN
NOTICE FROM THE ADMINISTRATIVE AGENT, SUCH PLEDGOR MAY EXERCISE ANY AND ALL
VOTING AND OTHER CONSENSUAL RIGHTS PERTAINING TO THE PLEDGED COLLATERAL OF SUCH
PLEDGOR OR ANY PART THEREOF FOR ANY PURPOSE NOT INCONSISTENT WITH THE TERMS OF
THIS PLEDGE AGREEMENT OR THE CREDIT AGREEMENT; AND
(B)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT AND, PROVIDED THAT ALL BORROWERS HAVE SATISFIED THEIR OBLIGATION TO
NOTIFY THE ADMINISTRATIVE AGENT OF ALL EVENTS OF DEFAULT, FOLLOWING RECEIPT BY A
PLEDGOR OF WRITTEN NOTICE FROM THE ADMINISTRATIVE AGENT, ALL RIGHTS OF A PLEDGOR
TO EXERCISE THE VOTING AND OTHER CONSENSUAL RIGHTS WHICH IT WOULD OTHERWISE BE
ENTITLED TO EXERCISE PURSUANT TO PARAGRAPH (I) OF THIS SUBSECTION (D) SHALL
CEASE AND ALL SUCH RIGHTS SHALL THEREUPON BECOME VESTED IN THE ADMINISTRATIVE
AGENT WHICH SHALL THEN HAVE THE SOLE RIGHT TO EXERCISE SUCH VOTING AND OTHER
CONSENSUAL RIGHTS WHICH RIGHT SHALL REVERT TO AND VEST IN THE APPLICABLE PLEDGOR
UPON THE WAIVER OR CURE OF ALL SUCH EVENTS OF DEFAULT, AND SUCH PLEDGOR SHALL