CASH COLLATERALIZED IN A MANNER REASONABLY SATISFACTORY TO THE LC FACILITY
ISSUING BANK), (II) ALL THE CAPITAL STOCK OF THE PLEDGOR SHALL HAVE BEEN SOLD OR
OTHERWISE DISPOSED OF (TO A PERSON OTHER THAN THE BORROWER OR A RESTRICTED
SUBSIDIARY) AS PERMITTED UNDER THE TERMS OF THE CREDIT AGREEMENT,
8
(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 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 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 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 CREDIT AGREEMENT.
IN FURTHERANCE OF THE FOREGOING, THE 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 PLEDGED
NOTE PLUS THE AMOUNT, IF ANY, ON DEPOSIT IN THE COLLATERAL PROCEEDS ACCOUNT PLUS
THE AMOUNT, IF ANY, ON DEPOSIT IN ALL SECURED CREDITOR COLLATERAL ACCOUNTS, IS
LESS THAN $99,000,000, THE COLLATERAL AGENT SHALL HAVE THE RIGHT (SUBJECT TO
SECTION 9.15) TO REQUIRE THE PLEDGOR TO PLEDGE ANOTHER PROMISSORY NOTE OF AN
OBLIGOR SUBSIDIARY REASONABLY SATISFACTORY TO THE COLLATERAL AGENT (OR, IF THE
PLEDGOR SO ELECTS, TO DEPOSIT AN ADDITIONAL AMOUNT IN THE COLLATERAL PROCEEDS
ACCOUNT OR ANY OTHER SECURED CREDITOR COLLATERAL ACCOUNT) IN ADDITION TO, OR IN
SUBSTITUTION FOR, THE PLEDGED NOTE BEING HELD AS PART OF THE PLEDGED COLLATERAL
SUCH THAT, AFTER GIVING EFFECT TO SUCH PLEDGE (OR DEPOSIT) AND (IF APPLICABLE)
SUBSTITUTION, THE OUTSTANDING PRINCIPAL AMOUNT OF THE