OF
THE OBLIGATIONS AND ALL OTHER NOTICES TO WHICH SUCH PLEDGOR MIGHT OTHERWISE BE
ENTITLED EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE APPLICABLE NOTE
DOCUMENT.
(b)Each Pledgor understands and agrees that its obligations and liabilities
under this Pledge Agreement shall remain in full force and effect,
notwithstanding foreclosure of any property securing all or any part of the
Obligations by trustee sale or any other reason impairing the right of any
Pledgor, the Collateral Agent or any of the Noteholders to proceed against any
Pledged Subsidiary, any other guarantor or any Pledged Subsidiary or such
guarantor's property. Each Pledgor agrees that all of its obligations under this
Pledge Agreement shall remain in full force and effect without defense, offset
or counterclaim of any kind, notwithstanding that such Pledgor's rights against
any Pledged Subsidiary may be impaired, destroyed or
otherwise affected by reason of any action or inaction on the part of the
Collateral Agent or any Credit Party.
(c)Each Pledgor hereby expressly waives the benefits of any law in any
jurisdiction purporting to allow a guarantor or pledgor to revoke a continuing
guaranty
--------------------------------------------------------------------------------
or pledge with respect to any transactions occurring after the date of the
guaranty or pledge.
SECTION 13. TERM. THIS PLEDGE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT
WITH RESPECT TO EACH PLEDGOR UNTIL THE EARLIEST OF (A) THE TERMINATION OF THE
NOTE PURCHASE AGREEMENT AND THE REPAYMENT IN FULL IN CASH OF ALL OBLIGATIONS
ARISING IN RESPECT THEREOF (OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS),
(B) SOLELY WITH RESPECT TO SUCH PLEDGOR (BUT NOT ANY OTHER PLEDGOR) AND THE
PLEDGED COLLATERAL OF SUCH PLEDGOR, THE RELEASE OR TERMINATION OF THE
OBLIGATIONS OF SUCH PLEDGOR AND ITS PLEDGED COLLATERAL HEREUNDER IN ACCORDANCE
WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT, AT WHICH POINT THIS PLEDGE
AGREEMENT SHALL (SOLELY WITH RESPECT TO SUCH PLEDGOR, IN THE CASE OF CLAUSE
(B)), AUTOMATICALLY TERMINATE AND HAVE NO FURTHER FORCE AND EFFECT (OTHER THAN
ANY PROVISIONS OF THIS PLEDGE AGREEMENT THAT EXPRESSLY SURVIVE THE TERMINATION
HEREOF) (C) UPON THE OCCURRENCE OF A COLLATERAL RELEASE DATE IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF SECTION 9.10 OF THE NOTE PURCHASE AGREEMENT, OR (D)
AS OTHERWISE SPECIFIED IN SECTION 9.10 OF THE NOTE PURCHASE AGREEMENT, INCLUDING
IF ALL OF THE LIENS GRANTED HEREUNDER ON THE PLEDGED COLLATERAL ARE RELEASED.
THE COLLATERAL AGENT AGREES TO EXECUTE AND DELIVER SUCH DOCUMENTS AS ARE
REASONABLY REQUESTED IN ACCORDANCE WITH THE TERMS OF THE NOTE PURCHASE AGREEMENT
BY THE COMPANY OR ANY SUCH PLEDGOR TO EVIDENCE SUCH TERMINATION OR RELEASE, AT
THE COMPANY'S OR SUCH PLEDGOR'S SOLE COST AND EXPENSE.
SECTION 14. SUCCESSORS AND ASSIGNS.
THIS PLEDGE AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF EACH PLEDGOR, THE COLLATERAL AGENT, FOR THE
BENEFIT OF ITSELF AND THE NOTEHOLDERS, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS. EACH PLEDGOR'S SUCCESSORS AND ASSIGNS SHALL INCLUDE, WITHOUT
LIMITATION, A RECEIVER, TRUSTEE OR DEBTOR IN POSSESSION OF OR FOR SUCH PLEDGOR.
SECTION 15. GOVERNING LAW. THIS PLEDGE AGREEMENT