IN PART, AS THE ADMINISTRATIVE AGENT (OR THE REQUIRED
LENDERS, AS THE CASE MAY BE, OR, IN THE CASE OF ANY HEDGE AGREEMENT OR DOCUMENTS
ENTERED INTO WITH THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES IN
CONNECTION WITH TREASURY, DEPOSITARY OR CASH MANAGEMENT SERVICES OR IN
CONNECTION WITH ANY AUTOMATED CLEARINGHOUSE TRANSFER OF FUNDS, THE PARTY
THERETO) MAY DEEM ADVISABLE FROM TIME TO TIME, AND (D) ANY COLLATERAL SECURITY,
GUARANTEE OR RIGHT OF OFFSET AT ANY TIME HELD BY THE ADMINISTRATIVE AGENT OR ANY
OTHER SECURED PARTY FOR THE PAYMENT OF THE OBLIGATIONS MAY BE SOLD, EXCHANGED,
WAIVED, SURRENDERED OR RELEASED.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER
SECURED PARTY SHALL HAVE ANY OBLIGATION TO PROTECT, SECURE, PERFECT OR INSURE
ANY LIEN AT ANY TIME HELD BY IT AS SECURITY FOR THE OBLIGATIONS OR FOR THIS
PLEDGE AGREEMENT OR ANY PROPERTY SUBJECT THERETO.
WHEN MAKING ANY DEMAND
HEREUNDER AGAINST ANY PLEDGOR, THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY MAY, BUT SHALL BE UNDER NO OBLIGATION TO, MAKE A SIMILAR DEMAND ON THE
BORROWER OR ANY PLEDGOR OR PLEDGOR, AND ANY FAILURE BY THE ADMINISTRATIVE AGENT
OR ANY OTHER SECURED PARTY TO MAKE ANY SUCH DEMAND OR TO COLLECT ANY PAYMENTS
FROM THE BORROWER OR ANY PLEDGOR OR PLEDGOR OR ANY RELEASE OF THE BORROWER OR
ANY PLEDGOR OR PLEDGOR SHALL NOT RELIEVE ANY PLEDGOR IN RESPECT OF WHICH A
DEMAND OR COLLECTION IS NOT MADE OR ANY PLEDGOR NOT SO RELEASED OF ITS SEVERAL
OBLIGATIONS OR LIABILITIES HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS
AND REMEDIES, EXPRESS OR IMPLIED, OR AS A MATTER OF LAW, OF THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY AGAINST ANY PLEDGOR.
FOR THE PURPOSES HEREOF
"DEMAND" SHALL INCLUDE THE COMMENCEMENT AND CONTINUANCE OF ANY LEGAL
PROCEEDINGS.
14.
CONTINUING SECURITY INTEREST; ASSIGNMENTS
UNDER THE CREDIT AGREEMENT; RELEASE.
(A)
THIS PLEDGE AGREEMENT SHALL REMAIN IN
FULL FORCE AND EFFECT AND BE BINDING IN ACCORDANCE WITH AND TO THE EXTENT OF ITS
TERMS UPON EACH PLEDGOR AND THE SUCCESSORS AND ASSIGNS THEREOF, AND SHALL INURE
TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES AND
THEIR RESPECTIVE SUCCESSORS, INDORSEES, TRANSFEREES AND ASSIGNS UNTIL ALL THE
OBLIGATIONS UNDER THE CREDIT DOCUMENTS SHALL HAVE BEEN SATISFIED BY PAYMENT IN
FULL, THE COMMITMENTS SHALL BE TERMINATED AND NO LETTERS OF CREDIT SHALL BE
OUTSTANDING (OTHER THAN ANY LETTERS OF CREDIT THAT SHALL HAVE BEEN CASH
COLLATERALIZED OR OTHERWISE PROVIDED FOR IN A MANNER SATISFACTORY TO THE LETTER
OF CREDIT ISSUER IN RESPECT THEREOF), NOTWITHSTANDING THAT FROM TIME TO TIME
DURING THE TERM OF THE CREDIT AGREEMENT AND ANY HEDGE AGREEMENT THE CREDIT
PARTIES MAY BE FREE FROM ANY OBLIGATIONS.
(B)
A SUBSIDIARY PLEDGOR SHALL AUTOMATICALLY BE
RELEASED FROM ITS OBLIGATIONS HEREUNDER AND THE PLEDGE OF SUCH SUBSIDIARY
PLEDGOR SHALL BE AUTOMATICALLY RELEASED UPON THE CONSUMMATION OF ANY TRANSACTION
PERMITTED BY THE CREDIT AGREEMENT AS A RESULT OF WHICH SUCH SUBSIDIARY PLEDGOR
CEASES TO BE A DOMESTIC SUBSIDIARY OF THE BORROWER.
(C)
UPON ANY