AND NOT SELL, EXCHANGE, TRANSFER, ASSIGN,
LEASE OR OTHERWISE DISPOSE OF PLEDGED COLLATERAL OF SUCH PLEDGOR OR ANY INTEREST
THEREIN, EXCEPT AS PERMITTED UNDER THE CREDIT AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.
(B)
FURTHER ASSURANCES.
PROMPTLY EXECUTE AND DELIVER AT ITS EXPENSE
ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION THAT THE
COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO (I) PERFECT AND PROTECT THE
SECURITY INTEREST CREATED HEREBY IN THE PLEDGED COLLATERAL OF SUCH PLEDGOR
(INCLUDING ANY AND ALL ACTION NECESSARY TO SATISFY THE COLLATERAL AGENT THAT THE
COLLATERAL AGENT HAS OBTAINED A PERFECTED SECURITY INTEREST IN ALL PLEDGED
COLLATERAL WITH THE PRIORITY REQUIRED UNDER THE CREDIT AGREEMENT AND THE OTHER
CREDIT DOCUMENTS); (II) ENABLE THE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS
RIGHTS AND REMEDIES HEREUNDER IN RESPECT OF THE PLEDGED COLLATERAL OF SUCH
PLEDGOR; AND (III) OTHERWISE EFFECT THE PURPOSES OF THIS PLEDGE AGREEMENT,
INCLUDING, IF REQUESTED BY THE COLLATERAL AGENT AFTER THE OCCURRENCE AND DURING
THE CONTINUATION OF AN EVENT OF DEFAULT, DELIVERING TO THE COLLATERAL AGENT
IRREVOCABLE PROXIES IN RESPECT OF THE PLEDGED COLLATERAL OF SUCH PLEDGOR.
(C)
ISSUANCE OR ACQUISITION OF CAPITAL STOCK.
IF SUCH PLEDGOR SHALL
ISSUE OR ACQUIRE ANY CAPITAL STOCK CONSISTING OF AN INTEREST IN A PARTNERSHIP OR
A LIMITED LIABILITY COMPANY THAT (I) IS DEALT IN OR TRADED ON A SECURITIES
EXCHANGE OR IN A SECURITIES MARKET, (II) BY ITS TERMS EXPRESSLY PROVIDES THAT IT
IS A SECURITY GOVERNED BY ARTICLE 8 OF THE UCC, (III) IS AN INVESTMENT COMPANY
SECURITY, (IV) IS HELD IN A SECURITIES ACCOUNT OR (V) CONSTITUTES A SECURITY OR
A FINANCIAL ASSET, IN EACH CASE, SUCH PLEDGOR SHALL NOTIFY THE COLLATERAL AGENT
WITHIN THIRTY (30) DAYS (OR SUCH LATER DATE AS THE COLLATERAL AGENT, IN ITS SOLE
DISCRETION, SHALL AGREE TO IN WRITING) OF SUCH ISSUANCE OR ACQUISITION AND
EXECUTE AND DELIVER, OR USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE TO BE
EXECUTED AND DELIVERED, TO THE COLLATERAL AGENT SUCH AGREEMENTS, DOCUMENTS AND
INSTRUMENTS AS THE COLLATERAL AGENT MAY REASONABLY REQUIRE TO EFFECTUATE THE
PURPOSES OF THIS PLEDGE AGREEMENT.
7.
ADVANCES AND PERFORMANCE BY HOLDERS OF THE OBLIGATIONS.
AFTER
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, ON FAILURE OF
ANY PLEDGOR TO PERFORM ANY OF THE COVENANTS AND AGREEMENTS CONTAINED HEREIN, THE
COLLATERAL AGENT MAY, AT ITS SOLE OPTION AND IN ITS SOLE DISCRETION, PERFORM THE
SAME AND IN SO DOING MAY EXPEND SUCH SUMS AS THE COLLATERAL AGENT MAY REASONABLY
DEEM ADVISABLE IN THE PERFORMANCE THEREOF, INCLUDING THE PAYMENT OF ANY
INSURANCE PREMIUMS, THE PAYMENT OF ANY TAXES, A PAYMENT TO OBTAIN A RELEASE OF A
LIEN OR POTENTIAL LIEN, EXPENDITURES MADE IN DEFENDING AGAINST ANY ADVERSE CLAIM
AND ALL OTHER EXPENDITURES THAT THE COLLATERAL AGENT MAY MAKE FOR THE PROTECTION
OF THE SECURITY HEREOF OR MAY BE COMPELLED TO MAKE BY OPERATION OF LAW.
ALL
SUCH SUMS AND AMOUNTS SO EXPENDED SHALL BE REPAYABLE BY THE PLEDGORS ON A JOINT
AND SEVERAL BASIS (SUBJECT TO SECTION 26