REPORTS AND OTHER
INFORMATION NOW OR HEREAFTER REQUIRED TO BE FILED BY SUCH PLEDGOR WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND ANY OTHER STATE, FEDERAL OR
FOREIGN AGENCY IN CONNECTION WITH THE OWNERSHIP OF THE PLEDGED COLLATERAL ISSUED
TO SUCH PLEDGOR.
7.
PERFORMANCE OF OBLIGATIONS AND ADVANCES BY ADMINISTRATIVE AGENT
OR LENDERS.
ON FAILURE OF ANY PLEDGOR TO PERFORM ANY OF THE COVENANTS AND
AGREEMENTS CONTAINED HEREIN, THE ADMINISTRATIVE AGENT MAY, UPON THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, AT ITS SOLE OPTION AND IN
ITS REASONABLE DISCRETION, PERFORM OR CAUSE TO BE PERFORMED THE SAME AND IN SO
DOING MAY EXPEND SUCH SUMS AS THE ADMINISTRATIVE AGENT MAY REASONABLY DEEM
ADVISABLE IN THE PERFORMANCE THEREOF, INCLUDING, WITHOUT LIMITATION, 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 WHICH THE ADMINISTRATIVE AGENT MAY MAKE
FOR THE PROTECTION OF THE SECURITY HEREOF OR WHICH 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 PROMPTLY UPON TIMELY NOTICE THEREOF
AND DEMAND THEREFOR, SHALL CONSTITUTE ADDITIONAL PLEDGOR OBLIGATIONS AND SHALL
BEAR INTEREST FROM THE DATE SAID AMOUNTS ARE EXPENDED AT THE DEFAULT RATE
SPECIFIED IN THE CREDIT AGREEMENT FOR LOANS THAT ARE BASE RATE LOANS (INCLUDING
THE APPROPRIATE APPLICABLE RATE).
NO SUCH PERFORMANCE OF ANY COVENANT OR
AGREEMENT BY THE ADMINISTRATIVE AGENT ON BEHALF OF ANY PLEDGOR, AND NO SUCH
ADVANCE OR EXPENDITURE THEREFOR, SHALL RELIEVE THE PLEDGORS OF ANY DEFAULT UNDER
THE TERMS OF THIS PLEDGE AGREEMENT OR THE OTHER LOAN DOCUMENTS.
THE
ADMINISTRATIVE AGENT MAY MAKE ANY PAYMENT HEREBY AUTHORIZED IN ACCORDANCE WITH
ANY BILL, STATEMENT OR ESTIMATE PROCURED FROM THE APPROPRIATE PUBLIC OFFICE OR
HOLDER OF THE CLAIM TO BE DISCHARGED WITHOUT INQUIRY INTO THE ACCURACY OF SUCH
BILL, STATEMENT OR ESTIMATE OR INTO THE VALIDITY OF ANY TAX ASSESSMENT, SALE,
FORFEITURE, TAX LIEN, TITLE OR CLAIM EXCEPT TO THE EXTENT SUCH PAYMENT IS BEING
CONTESTED IN GOOD FAITH BY A PLEDGOR IN APPROPRIATE PROCEEDINGS AND AGAINST
WHICH ADEQUATE RESERVES ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP.
8.
EVENTS OF DEFAULT.
THE OCCURRENCE OF AN EVENT WHICH UNDER THE
CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT WOULD CONSTITUTE AN EVENT OF DEFAULT
SHALL BE AN EVENT OF DEFAULT HEREUNDER (AN "EVENT OF DEFAULT").
9.
REMEDIES.
(A)
GENERAL REMEDIES.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND
DURING THE CONTINUATION THEREOF, THE ADMINISTRATIVE AGENT (ON BEHALF OF THE
SECURED PARTIES) SHALL HAVE, IN RESPECT OF THE PLEDGED COLLATERAL OF ANY
PLEDGOR, IN ADDITION TO THE RIGHTS AND REMEDIES PROVIDED HEREIN, IN THE LOAN
DOCUMENTS OR BY LAW, THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OR
ANY OTHER APPLICABLE LAW.
(B)
SALE OF PLEDGED COLLATERAL.
UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT AND DURING