OR FURTHER INSTRUCTIONS FROM THE PLEDGORS (OR OTHER REGISTERED OWNER), AND THE
PLEDGORS AGREE THAT SUCH ISSUER SHALL BE FULLY PROTECTED IN SO COMPLYING.
EACH
ISSUER AGREES THAT ITS AGREEMENT SET FORTH IN THE PRECEDING SENTENCE SHALL BE
SUFFICIENT TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF
THE LENDERS, "CONTROL" OF THE COLLATERAL, IF ANY, OF SUCH ISSUER WITHIN THE
MEANING OF SUCH TERM UNDER SECTION 8-106(C) OF THE UCC.
(B)
EACH ISSUER ACKNOWLEDGES RECEIPT OF A COPY
OF THIS AGREEMENT AND AGREES TO BE BOUND THEREBY AND TO COMPLY WITH THE TERMS
THEREOF INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT.
EACH ISSUER AGREES TO
NOTIFY THE ADMINISTRATIVE AGENT PROMPTLY IN WRITING OF THE OCCURRENCE OF ANY OF
THE EVENTS DESCRIBED IN SECTION 4.6.
EACH ISSUER FURTHER AGREES THAT THE TERMS
OF THIS AGREEMENT APPLICABLE THERETO SHALL BE BINDING ON SUCH ISSUER WITH
RESPECT TO ALL ACTIONS THAT MAY BE REQUIRED OF IT IN ITS CAPACITY AS ISSUER
UNDER OR PURSUANT TO OR ARISING OUT OF THIS AGREEMENT.
3
Nature of Pledge.
(C)
EACH OF THE PLEDGORS AGREES THAT ITS
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE PRIMARY, ABSOLUTE AND UNCONDITIONAL,
IRRESPECTIVE OF, AND UNAFFECTED BY:
(I)
THE GENUINENESS, VALIDITY, REGULARITY,
ENFORCEABILITY OR ANY FUTURE AMENDMENT OF, OR CHANGE IN, THE CREDIT AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH
THE BORROWER OR ANY SUBSIDIARY THEREOF IS OR MAY BECOME A PARTY;
(II)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR
CONSENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER WITH RESPECT TO ANY OF THE
PROVISIONS OF THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT;
(III)
THE EXISTENCE, VALUE OR CONDITION OF, OR
FAILURE TO PERFECT ITS LIEN AGAINST, ANY SECURITY FOR OR OTHER PLEDGE WITH
RESPECT TO THE OBLIGATIONS OR ANY ACTION, OR THE ABSENCE OF ANY ACTION, BY THE
ADMINISTRATIVE AGENT OR ANY LENDER IN RESPECT OF SUCH SECURITY OR PLEDGE
(INCLUDING, WITHOUT LIMITATION, THE RELEASE OF ANY SUCH SECURITY OR PLEDGE); OR
(IV)
ANY OTHER ACTION OR CIRCUMSTANCES WHICH MIGHT
OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR
PLEDGE;
(V)
IT BEING AGREED BY EACH PLEDGOR THAT ITS
OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE DISCHARGED UNTIL THE FINAL
INDEFEASIBLE PAYMENT AND PERFORMANCE, IN FULL, OF THE OBLIGATIONS AND THE
TERMINATION OF THE COMMITMENTS.
(D)
EACH PLEDGOR REPRESENTS, WARRANTS AND AGREES
THAT ITS OBLIGATIONS UNDER THIS AGREEMENT ARE NOT AND SHALL NOT BE SUBJECT TO
ANY COUNTERCLAIMS, OFFSETS OR DEFENSES OF ANY KIND AGAINST THE ADMINISTRATIVE
AGENT, THE LENDERS OR THE BORROWER WHETHER NOW EXISTING OR WHICH MAY ARISE IN
THE FUTURE.
(E)
EACH PLEDGOR HEREBY AGREES AND ACKNOWLEDGES
THAT THE OBLIGATIONS, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN
CREATED, CONTRACTED OR INCURRED, OR RENEWED, EXTENDED, AMENDED OR WAIVED, IN
RELIANCE UPON THIS AGREEMENT, AND ALL DEALINGS BETWEEN THE BORROWER AND