Code as in
effect from time to time in the relevant jurisdiction.
8
"Permitted Liens":
Liens permitted pursuant to the Loan Documents, including,
without limitation, those permitted to exist pursuant to subsection 7.2 of the
Revolving Credit Agreement.
SECTION 5
COVENANTS
5.1
MAINTENANCE OF SECURITY INTEREST.
THE PLEDGOR
COVENANTS AND AGREES WITH THE REVOLVING CREDIT COLLATERAL AGENT AND THE OTHER
SECURED PARTIES THAT, FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE
EARLIEST TO OCCUR OF (I) THE LOANS, ANY REIMBURSEMENT OBLIGATIONS AND ALL OTHER
OBLIGATIONS THEN DUE AND OWING SHALL HAVE BEEN PAID IN FULL IN CASH AND NO
LETTER OF CREDIT SHALL BE OUTSTANDING (EXCEPT FOR LETTERS OF CREDIT THAT HAVE
BEEN CASH COLLATERALIZED IN A MANNER REASONABLY SATISFACTORY TO THE ISSUING
BANK), (II) ALL THE CAPITAL STOCK OF THE PLEDGOR SHALL HAVE BEEN SOLD OR
OTHERWISE DISPOSED OF (TO A PERSON OTHER THAN THE PARENT BORROWER OR A
RESTRICTED SUBSIDIARY) AS PERMITTED UNDER THE TERMS OF THE REVOLVING CREDIT
AGREEMENT, (III) THE DESIGNATION OF THE PLEDGOR AS AN UNRESTRICTED SUBSIDIARY OR
(IV) THE LIENS CREATED PURSUANT TO THIS AGREEMENT ARE RELEASED AS CONTEMPLATED
BY SUBSECTION 9.16, THE PLEDGOR SHALL MAINTAIN THE SECURITY INTEREST CREATED BY
THIS AGREEMENT IN THE PLEDGOR'S PLEDGED COLLATERAL AS A SECURITY INTEREST HAVING
AT LEAST THE PERFECTION AND PRIORITY DESCRIBED IN SUBSECTION 4.2.
AT ANY TIME
AND FROM TIME TO TIME, UPON THE WRITTEN REQUEST OF THE REVOLVING CREDIT
COLLATERAL AGENT AND AT THE SOLE EXPENSE OF THE PLEDGOR, THE PLEDGOR WILL
PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND
TAKE SUCH FURTHER ACTIONS AS THE REVOLVING CREDIT COLLATERAL AGENT MAY
REASONABLY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS
OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED BY THE PLEDGOR.
5.2
MAINTENANCE OF VALUE OF COLLATERAL
(A)
IN THE EVENT THAT THE PLEDGOR SHALL RECEIVE
ANY PAYMENT OF PRINCIPAL OF THE PLEDGED NOTE, THE PLEDGOR MAY AT ITS ELECTION,
SO LONG AS NO EVENT OF DEFAULT SPECIFIED IN SECTION 8(F) OF THE REVOLVING CREDIT
AGREEMENT SHALL HAVE OCCURRED AND BE CONTINUING, CAUSE SUCH AMOUNT TO BE HELD ON
DEPOSIT IN THE COLLATERAL PROCEEDS ACCOUNT (OR ANY OTHER ACCOUNT MAINTAINED FOR
THE BENEFIT OF OF ANY AGENT OR ANY SECURED CREDITOR UNDER ANY OTHER RESTRICTED
ASSETS COLLATERAL DOCUMENT RELATING TO THE PLEDGED NOTE (ANY SUCH OTHER ACCOUNT,
A "SECURED CREDITOR COLLATERAL ACCOUNT")) OR DISBURSED (EITHER DIRECTLY OR AFTER
HAVING BEEN HELD IN THE COLLATERAL PROCEEDS ACCOUNT OR SUCH SECURED CREDITOR
COLLATERAL ACCOUNT) TO THE PLEDGOR AND USED FOR ANY PURPOSE NOT RESTRICTED BY
THE REVOLVING CREDIT AGREEMENT.
IN FURTHERANCE OF THE FOREGOING, THE REVOLVING
CREDIT COLLATERAL AGENT AGREES TO CAUSE ANY AMOUNTS TO WHICH THE PLEDGOR MAY BE
ENTITLED UNDER THIS SECTION 5.2(A) TO BE RELEASED FROM THE COLLATERAL PROCEEDS
ACCOUNT PROMPTLY UPON THE PLEDGOR'S REQUEST.
(B)
IN THE EVENT THAT (I) THE PLEDGED NOTE IS
RELEASED PURSUANT TO SECTION 9.16(B) OR (C) OR (II) THE OUTSTANDING PRINCIPAL
AMOUNT OF THE