FROM TIME TO TIME IN THE COLLATERAL AGENT'S DISCRETION TO
TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT CONSISTENT WITH THE TERMS OF THE
CREDIT AGREEMENT, THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS WHICH THE
COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES
HEREOF (BUT THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO AND SHALL HAVE NO
LIABILITY TO SUCH PLEDGOR OR ANY THIRD PARTY FOR FAILURE TO SO DO OR TAKE
ACTION).
THE FOREGOING GRANT OF AUTHORITY IS A POWER OF ATTORNEY COUPLED WITH
AN INTEREST IS GIVEN TO SECURE THE PERFORMANCE OF EACH PLEDGOR'S OBLIGATIONS
HEREUNDER AND SUCH APPOINTMENT SHALL BE IRREVOCABLE FOR THE TERM HEREOF.
EACH
PLEDGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
SECTION 11.3.
CONTINUING SECURITY INTEREST; ASSIGNMENT.
THIS
AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE PLEDGED COLLATERAL
AND SHALL (I) BE BINDING UPON THE PLEDGORS, THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS AND (II) INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE COLLATERAL
AGENT HEREUNDER, TO THE BENEFIT OF THE COLLATERAL AGENT AND THE OTHER SECURED
PARTIES AND EACH OF THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS.
NO
OTHER PERSONS (INCLUDING ANY OTHER CREDITOR OF ANY PLEDGOR) SHALL HAVE ANY
INTEREST HEREIN OR ANY RIGHT OR BENEFIT WITH RESPECT HERETO.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING CLAUSE (II), ANY
32
SECURED PARTY MAY ASSIGN OR OTHERWISE TRANSFER ANY INDEBTEDNESS HELD BY IT
SECURED BY THIS AGREEMENT TO ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL
THEREUPON BECOME VESTED WITH ALL THE BENEFITS IN RESPECT THEREOF GRANTED TO SUCH
SECURED PARTY, HEREIN OR OTHERWISE, SUBJECT HOWEVER, TO THE PROVISIONS OF THE
CREDIT AGREEMENT AND, IN THE CASE OF A SECURED PARTY THAT IS A PARTY TO A
HEDGING AGREEMENT, SUCH HEDGING AGREEMENT.
EACH OF THE PLEDGORS AGREES THAT ITS
OBLIGATIONS HEREUNDER AND THE SECURITY INTEREST CREATED HEREUNDER SHALL CONTINUE
TO BE EFFECTIVE OR BE REINSTATED, AS APPLICABLE, IF AT ANY TIME PAYMENT, OR ANY
PART THEREOF, OF ALL OR ANY PART OF THE SECURED US OBLIGATIONS IS RESCINDED OR
MUST OTHERWISE BE RESTORED BY THE SECURED PARTY UPON THE BANKRUPTCY OR
REORGANIZATION OF ANY PLEDGOR OR OTHERWISE.
SECTION 11.4.
TERMINATION; RELEASE.
(A)
WHEN ALL THE
SECURED OBLIGATIONS HAVE BEEN PAID IN FULL AND THE COMMITMENTS OF THE LENDERS TO
MAKE ANY LOAN OR TO ISSUE ANY LETTER OF CREDIT UNDER THE CREDIT AGREEMENT SHALL
HAVE EXPIRED OR BEEN SOONER TERMINATED AND ALL LETTERS OF CREDIT HAVE BEEN
TERMINATED OR CASH COLLATERALIZED IN ACCORDANCE WITH THE PROVISIONS OF THE
CREDIT AGREEMENT, THIS AGREEMENT SHALL TERMINATE.
UPON TERMINATION OF THIS
AGREEMENT THE PLEDGED COLLATERAL SHALL BE RELEASED FROM THE LIEN OF THIS
AGREEMENT.
UPON SUCH RELEASE OR ANY RELEASE OF PLEDGED COLLATERAL OR ANY PART
THEREOF IN ACCORDANCE WITH THE PROVISIONS OF THE CREDIT AGREEMENT, THE
COLLATERAL AGENT SHALL, UPON THE REQUEST AND AT THE SOLE COST AND EXPENSE OF THE
PLEDGORS, ASSIGN, TRANSFER AND DELIVER TO PLEDGOR, AGAINST RECEIPT AND WITHOUT