proceeds from time to time received, receivable or otherwise distributed in respect of or inexchange for any or all of the Pledged Shares;          (b) the Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash,instruments and other property or proceeds from time to time received, receivable or otherwisedistributed in respect of or in exchange for any or all of the Pledged Debt, and all guarantees ofthe obligations under the Pledged Debt and all security interests granted to secure the obligationsunder such guarantees or under the Pledged Debt;          (c) all additional shares of, and all securities convertible into and warrants, options andother rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from timeto time acquired by Pledgor in any manner (which shares shall be deemed to be part of the PledgedShares), the certificates or other instruments representing such additional shares, securities,warrants, options or other rights and any interest of Pledgor in the entries on the books of anyfinancial intermediary pertaining to such additional shares, and all dividends, cash, warrants,rights, instruments and other property or proceeds from time to time received, receivable orotherwise distributed in respect of or in exchange for any or all of such additional shares,securities, warrants, options or other rights;          (d) all additional indebtedness from time to time owed to Pledgor by any obligor of thePledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instrumentsand other property or proceeds from time to time received, receivable or otherwise distributed inrespect of or in exchange for any or all of such indebtedness, and all guarantees of theobligations under such indebtedness and all security interests granted to secure the obligationsunder such guarantees or under such indebtedness;          (e) all shares of, and all securities convertible into and warrants, options and other rightsto purchase or otherwise acquire, stock of any person that, after the date of this Agreement,becomes, as a result of any occurrence, a direct subsidiary of Pledgor (which shares shall bedeemed to be part of the Pledged Shares), the certificates or other instruments representing suchshares, securities, warrants, options or other rights and any interest of Pledgor in the entries onthe books of any financial intermediary pertaining to such shares, and all dividends, cash,warrants, rights, instruments and other property or proceeds from time to time received, receivableor otherwise distributed in respect of or in exchange for any or all of such shares, securities,warrants, options or other rights;          (f) all indebtedness from time to time owed to Pledgor by any person that is now, or after thedate of this Agreement becomes, as a result of any occurrence, a direct or indirect subsidiary ofPledgor, and all interest, cash, instruments and other property or proceeds from time to timereceived, receivable or otherwise distributed in respect of or in exchange for any or all of suchindebtedness, and all guarantees of the obligations under such indebtedness and all securityinterests granted to secure the obligations under such guarantees or under such indebtedness; and          (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all ofthe foregoing Pledged Collateral. For purposes of this Agreement, the term “PROCEEDS” includeswhatever is receivable or received when Pledged Collateral or proceeds
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are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntaryor involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable toPledgor or Secured Party from time to time with respect to any of the Pledged Collateral.     The foregoing pledge and grant of security interest confirms the pledge and grant of a firstpriority security interest in the Pledged Collateral to secure the Secured Obligations made in thePrior Pledge Agreement and continues in all respects the pledge and grant therein without in anyway causing any interruption in continuity from such original pledge and grant.     SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures, and the Pledged Collateral iscollateral security for, the prompt payment or performance in full when due, whether at statedmaturity, by required prepayment, declaration, acceleration, demand or otherwise (including thepayment of amounts that would become due but for the operation of the automatic stay under Section362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities ofevery nature of Pledgor now or hereafter existing under or arising out of or in connection with thePromissory Note, and including all or any portion of such obligations or liabilities that are paid,to the extent all or any part of such payment is avoided or recovered directly or indirectly fromSecured Party or any Bank as a preference, fraudulent transfer or otherwise (all such obligationsand liabilities being the “UNDERLYING DEBT”), and all obligations of every nature of Pledgor now orhereafter existing under this Agreement (all such obligations of Pledgor, together with theUnderlying Debt, being the “SECURED OBLIGATIONS”).     SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or instruments representing orevidencing the Pledged Collateral shall be delivered to and held by or on behalf of Secured Partypursuant hereto and shall be in suitable form for transfer by delivery or, as applicable, shall beaccompanied by Pledgor’s endorsement, when necessary, or duly executed instruments of transfer orassignment in blank, all in form and substance satisfactory to Secured Party. . In addition,Secured Party shall have the right at any time to exchange certificates or instruments representingor evidencing Pledged Collateral for certificates or instruments of smaller or largerdenominations.     SECTION 4. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants as follows:          (a) Due Authorization. etc. of Pledged Collateral. All of the Pledged Shares have been dulyauthorized and validly issued and are fully paid and non-assessable. All of the Pledged Debt hasbeen duly authorized, authenticated or issued, and delivered and is the legal, valid and bindingobligation of the issuers thereof and is not in default.          (b) Description of Pledged Collateral. The Pledged Shares constitute all of the issued andoutstanding shares of stock of each issuer thereof, except as otherwise set forth in Schedule Iannexed hereto, and there are no outstanding warrants, options or other rights to purchase, orother agreements outstanding with respect to, or property that is now or hereafter convertibleinto, or that requires the issuance or sale of, any Pledged Shares. The Pledged Debt constitutesall of the issued and outstanding intercompany indebtedness evidenced by a promissory note of therespective issuers thereof owing to Pledgor.
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          (c) Ownership of Pledged Collateral. Pledgor is the legal, record and beneficial owner of thePledged Collateral free and clear of any lien except for the security interest created by thisAgreement.          (d) Governmental Authorizations. No authorization, approval or other action by, and no noticeto or filing with, any governmental authority or regulatory body is required for either (i) thepledge by Pledgor of the Pledged Collateral pursuant to this Agreement and the grant by Pledgor ofthe security interest granted hereby, (ii) the execution, delivery or performance of this Agreementby Pledgor, or (iii) the exercise by Secured Party of the voting or other rights, or the remediesin respect of the Pledged Collateral, provided for in this Agreement (except as may be required inconnection with a disposition of Pledged Collateral by laws affecting the offering and sale ofsecurities generally).          (e) Perfection. The pledge of the Pledged Collateral pursuant to this Agreement creates avalid and perfected first priority security interest in the Pledged Collateral, securing thepayment of the Secured Obligations.          (f) Margin Regulations. The pledge of the Pledged Collateral pursuant to this Agreement doesnot violate Regulation G, T, U or X of the Board of Governors of the Federal Reserve System.          (g) Other Information. All information heretofore, herein or hereafter supplied to SecuredParty by or on behalf of Pledgor with respect to the Pledged Collateral was, is and will beaccurate and complete in all material respects.     SECTION 5. TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED COLLATERAL. Pledgor shall:          (a) not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grantany option with respect to, any of the Pledged Collateral, (ii) create or suffer to exist any lienupon or with respect to any of the Pledged Collateral, except for the security interest under thisAgreement and except for (A) liens in existence on the date hereof, (B) liens for taxes not yet dueor being contested in good faith, (C) liens imposed by law, in the ordinary course of business thatare being contested in good faith or do not materially detract from the value of the Collateral,and (D) liens relating to bankers liens and other rights of setoff; or (iii) permit any issuer ofPledged Shares to merge or consolidate unless all the outstanding capital stock of the surviving orresulting corporation is, upon such merger or consolidation, pledged hereunder and no cash,securities or other property is distributed in respect of the outstanding shares of any otherconstituent corporation.          (b) (i) cause each issuer of Pledged Shares not to issue any stock or other securities inaddition to or in substitution for the Pledged Shares issued by such issuer, except to Pledgor, and(ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any andall additional shares of stock or other securities of each issuer of Pledged Shares, and (iii)pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and allshares of stock of any Person that, after the date of this Agreement, becomes, as a result of anyoccurrence, a direct subsidiary of Pledgor;
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          (c) (i) pledge hereunder, immediately upon their issuance, any and all instruments or otherevidences of additional indebtedness from time to time owed to Pledgor by any obligor on thePledged Debt, and (ii) pledge hereunder, immediately upon their issuance, any and all instrumentsor other evidences of indebtedness from time to time owed to Pledgor by any Person that after thedate of this Agreement becomes, as a result of any occurrence, a direct or indirect subsidiary ofPledgor;          (d) promptly notify Secured Party of any event of which Pledgor becomes aware causing materialloss or material depreciation in the value of the Pledged Collateral;          (e) promptly deliver to Secured Party all written notices received by it with respect to thePledged Collateral; and          (f) pay promptly when due all taxes, assessments and governmental charges or levies imposedupon, and all claims against, the Pledged Collateral, except to the extent the validity thereof isbeing contested in good faith; provided that Pledgor shall in any event pay such taxes,assessments, charges, levies or claims not later than five days prior to the date of any proposedsale under any judgement, writ or warrant of attachment entered or filed against Pledgor or any ofthe Pledged Collateral as a result of the failure to make such payment.     SECTION 6. FURTHER ASSURANCES; PLEDGE AMENDMENTS.          (a) Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor will promptlyexecute and deliver all further instruments and documents, and take all further action, thatreasonably may be necessary or desirable, or that Secured Party may request in order to perfect andprotect any security interest granted or purported to be granted hereby or to enable Secured Partyto exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.Without limiting the generality of the foregoing, Pledgor will: (i) execute and file such financingor continuation statements, or amendments thereto, and such other instruments or notices, as may benecessary or desirable, or as Secured Party may request, in order to perfect and preserve thesecurity interests granted or purported to be granted hereby and (ii) at Secured Party’s request,appear in and defend any action or proceeding that may affect Pledgor’s title to or Secured Party’ssecurity interest in all or any part of the Pledged Collateral.          (b) Pledgor further agrees that it will, upon obtaining any additional shares of stock orother securities required to be pledged hereunder as provided in Section 5(b) or Section 7(c),promptly (and in any event within ten Business Days) deliver to Secured Party a Pledge Amendment (a“PLEDGE AMENDMENT”), in respect of the additional Pledged Shares or Pledged Debt to be pledgedpursuant to this Agreement. Pledgor hereby authorizes Secured Party to attach each Pledge Amendmentto this Agreement and agrees that all Pledged Shares or Pledged Debt listed on any Pledge Amendmentdelivered to Secured Party shall for all purposes hereunder be considered Pledged Collateral;provided that the failure of Pledgor to execute a Pledge Amendment with respect to any additionalPledged Shares or Pledged Debt pledged pursuant to this Agreement shall not impair the securityinterest of Secured Party therein or otherwise adversely affect the rights and remedies of SecuredParty hereunder with respect thereto.
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     SECTION 7. VOTING RIGHTS; DIVIDENDS.          (a) So long as no Event of Default shall have occurred and be continuing (for the purposes ofthis Agreement, “Default” or “Event of Default” shall mean Pledgor’s failure to pay when due anyamounts under the Promissory Note):               (i) Pledgor shall be entitled to exercise any and all voting and other consensual rightspertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with theterms of this Agreement; provided, however, that Pledgor shall not exercise or refrain fromexercising any such right if Secured Party shall have notified Pledgor that, in Secured Party’sjudgment, such action would have a material adverse effect on the value of the Pledged Collateralor any part thereof; and provided, further, that Pledgor shall give Secured Party at least fiveBusiness Days’ prior written notice of the manner in which it intends to exercise, or the reasonsfor refraining from exercising, any such right. It is understood, however, that neither (A) thevoting by Pledgor of any Pledged Shares for or Pledgor’s consent to the election of directors at aregularly scheduled annual or other meeting of stockholders or with respect to incidental mattersat any such meeting nor (B) Pledgor’s consent to or approval of any action in the ordinary courseof business or otherwise permitted under this Agreement shall be deemed inconsistent with the termsof this Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting orconsent need be given to Secured Party;               (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of thelien of this Agreement, any and all dividends and interest paid in respect of the PledgedCollateral; provided, however, that any and all                    (A) dividends and interest paid or payable other than in cash in respect of, and instrumentsand other property received, receivable or otherwise distributed in respect of, or in exchange for,any Pledged Collateral,                    (B) dividends and other distributions paid or payable in cash in respect of any PledgedCollateral in connection with a partial or total liquidation or dissolution or in connection with areduction of capital, capital surplus or paid-in-surplus, and                    (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of orin exchange for any Pledged Collateral,shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral andshall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregatedfrom the other property or funds of Pledgor and be forthwith delivered to Secured Party as PledgedCollateral in the same form as so received (with all necessary endorsements); and               (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered)to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from timeto time reasonably request for the purpose of enabling Pledgor to exercise the voting and otherconsensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receivethe dividends, principal or interest payments which it is authorized to receive and retain pursuantto paragraph (ii) above.
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          (b) Upon the occurrence and during the continuation of an Event of Default:               (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise thevoting and other consensual rights which it would otherwise be entitled to exercise pursuant toSection 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party whoshall thereupon have the sole right to exercise such voting and other consensual rights;               (ii) all rights of Pledgor to receive the dividends and interest payments which it wouldotherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and allsuch rights shall thereupon become vested in Secured Party who shall thereupon have the sole rightto receive and hold as Pledged Collateral such dividends and interest payments; and               (iii) all dividends, principal and interest payments which are received by Pledgor contrary tothe provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit ofSecured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over toSecured Party as Pledged Collateral in the same form as so received (with any necessaryendorsements).          (c) In order to permit Secured Party to exercise the voting and other consensual rights whichit may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and otherdistributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i)Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Partyall such proxies, dividend payment orders and other instruments as Secured Party may from time totime reasonably request and (ii) without limiting the effect of the immediately preceding clause(i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and toexercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shareswould be entitled (including, without limitation, giving or withholding written consents ofshareholders, calling special meetings of shareholders and voting at such meetings), which proxyshall be effective, automatically and without the necessity of any action (including any transferof any Pledged Shares on the record books of the issuer thereof) by any other Person (including theissuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event ofDefault and which proxy shall only terminate upon the indefeasible payment in full of the SecuredObligations.     SECTION 8. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Upon the occurrence and during thecontinuation of an Event of Default, Pledgor hereby irrevocably appoints Secured Party as Pledgor’sattorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor,Secured Party or otherwise, from time to time in Secured Party’s discretion to take any action andto execute any instrument that Secured Party may deem necessary or advisable to accomplish thepurposes of this Agreement, including without limitation:          (a) to file one or more financing or continuation statements, or amendments thereto, relativeto all or any part of the Pledged Collateral without the signature of Pledgor;
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          (b) to ask, demand, collect, sue for, recover, compound, receive and give acquittance andreceipts for moneys due and to become due under or in respect of any of the Pledged Collateral;          (c) to receive, endorse and collect any instruments made payable to Pledgor representing anydividend, principal or interest payment or other distribution in respect of the Pledged Collateralor any part thereof and to give full discharge for the same; and          (d) to file any claims or take any action or institute any proceedings that Secured Party maydeem necessary or desirable for the collection of any of the Pledged Collateral or otherwise toenforce the rights of Secured Party with respect to any of the Pledged Collateral.     SECTION 9. SECURED PARTY MAY PERFORM. If Pledgor fails to perform any agreement containedherein, Secured Party upon ten (10) days prior written notice to Pledgor may itself perform, orcause performance of, such agreement, and the reasonable expenses of Secured Party incurred inconnection therewith shall be payable by Pledgor.     SECTION 10. STANDARD OF CARE. The powers conferred on Secured Party hereunder are solely toprotect its interest in the Pledged Collateral and shall not impose any duty upon it to exerciseany such powers. Except for the exercise of reasonable care in the custody of any PledgedCollateral in its possession and the accounting for moneys actually received by it hereunder,Secured Party shall have no duty as to any Pledged Collateral, it being understood that SecuredParty shall have no responsibility for (a) ascertaining or taking action with respect to calls,conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral,whether or not Secured Party has or is deemed to have knowledge of such matters, (b) taking anynecessary steps (other than steps taken in accordance with the standard of care set forth above tomaintain possession of the Pledged Collateral) to preserve rights against any parties with respectto any Pledged Collateral, (c) taking any necessary steps to collect or realize upon the SecuredObligations or any guarantee therefor, or any part thereof, or any of the Pledged Collateral, or(d) initiating any action to protect the Pledged Collateral against the possibility of a decline inmarket value. Secured Party shall be deemed to have exercised reasonable care in the custody andpreservation of Pledged Collateral in its possession if such Pledged Collateral is accordedtreatment substantially equal to that which Secured Party accords its own property consisting ofnegotiable securities.     SECTION 11. REMEDIES.          (a) If any Event of Default shall have occurred and be continuing, Secured Party may exercisein respect of the Pledged Collateral, in addition to all other rights and remedies provided forherein or otherwise available to it, all the rights and remedies of a secured party on defaultunder the Uniform Commercial Code as in effect in the State of Tennessee (the “CODE”) (whether ornot the Code applies to the affected Pledged Collateral), and Secured Party may also in its solediscretion, without notice except as specified below, sell the Pledged Collateral or any partthereof in one or more parcels at public or private sale, at any exchange or broker’s board or atany of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at suchtime or times and at such price or prices and upon such other terms as Secured
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Party may deem commercially reasonable, irrespective of the impact of any such sales on themarket price of the Pledged Collateral. Secured Party or any Bank may be the purchaser of any orall of the Pledged Collateral at any such sale and Secured Party, as agent for and representativeof Banks, shall be entitled, for the purpose of bidding and making settlement or payment of thepurchase price for all or any portion of the Pledged Collateral sold at any such public sale, touse and apply any of the Secured Obligations as a credit on account of the purchase price for anyPledged Collateral payable by Secured Party at such sale. Each purchaser at any such sale shallhold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgorhereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/orappraisal which it now has or may at any time in the future have under any rule of law or statutenow existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall berequired by law, at least ten days’ notice to Pledgor of the time and place of any public sale orthe time after which any private sale is to be made shall constitute reasonable notification.Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice ofsale having been given. Secured Party may adjourn any public or private sale from time to time byannouncement at the time and place fixed therefor, and such sale may, without further notice, bemade at the time and place to which it was so adjourned. Pledgor hereby waives any claims againstSecured Party arising by reason of the fact that the price at which any Pledged Collateral may havebeen sold at such a private sale was less than the price which might have been obtained at a publicsale, even if Secured Party accepts the first offer received and does not offer such PledgedCollateral to more than one offeree. If the proceeds of any sale or other disposition of thePledged Collateral are insufficient to pay all the Secured Obligations, Pledgor shall be liable forthe deficiency and the fees of any attorneys employed by Secured Party to collect such deficiency.          (b) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Actof 1933, as from time to time amended (the “SECURITIES ACT”), and applicable state securities laws,Secured Party may be compelled, with respect to any sale of all or any part of the PledgedCollateral conducted without prior registration or qualification of such Pledged Collateral underthe Securities Act and/or such state securities laws, to limit purchasers to those who will agree,among other things, to acquire the Pledged Collateral for their own account, for investment and notwith a view to the distribution or resale thereof. Pledgor acknowledges that any such private salesmay be at prices and on terms less favorable than those obtainable through a public sale withoutsuch restrictions (including, without limitation, a public offering made pursuant to a registrationstatement under the Securities Act) and, notwithstanding such circumstances, Pledgor agrees thatany such private sale shall be deemed to have been made in a commercially reasonable manner andthat Secured Party shall have no obligation to engage in public sales and no obligation to delaythe sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof toregister it for a form of public sale requiring registration under the Securities Act or underapplicable state securities laws, even if such issuer would, or should, agree to so register it.          (c) If Secured Party determines to exercise its right to sell any or all of the PledgedCollateral, upon written request, Pledgor shall and shall cause each issuer of any Pledged Sharesto be sold hereunder from time to time to furnish to Secured Party all such information as SecuredParty may request in order to determine the number of shares and other instruments included in thePledged Collateral which may be sold by Secured Party in exempt
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transactions under the Securities Act and the rules and regulations of the Securities andExchange Commission thereunder, as the same are from time to time in effect.     SECTION 12. APPLICATION OF PROCEEDS. Except as expressly provided elsewhere in thisAgreement, all proceeds received by Secured Party in respect of any sale of, collection from, orother realization upon all or any part of the Pledged Collateral may, in the discretion of SecuredParty, be held by Secured Party as Pledged Collateral for, and/or then, or at any time thereafter,applied in full or in part by Secured Party against, the Secured Obligations in the following orderof priority:FIRST: To the payment of all costs and expenses of such sale,collection or other realization, including reasonable compensationto Secured Party and its agents and counsel, and all other expenses,liabilities and advances made or incurred by Secured Party inconnection therewith, and all advances made by Secured Partyhereunder for the account of Pledgor, and to the payment of allcosts and expenses paid or incurred by Secured Party in connectionwith the exercise of any right or remedy hereunder;SECOND: To the payment of all other Secured Obligations (for theratable benefit of the holders thereof) in such order as SecuredParty shall elect; andTHIRD: To the payment to or upon the order of Pledgor, or towhosoever may be lawfully entitled to receive the same or as a courtof competent jurisdiction may direct, of any surplus then remainingfrom such proceeds.     SECTION 13. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS. This Agreement shall create acontinuing security interest in the Pledged Collateral and shall (a) remain in full force andeffect until the indefeasible payment in full of all Secured Obligations, (b) be binding uponPledgor, its successors and assigns, and (c) inure, together with the rights and remedies ofSecured Party hereunder, to the benefit of Secured Party and its successors, transferees andassigns. Without limiting the generality of the foregoing clause (c), any Bank may assign orotherwise transfer any Loans held by it to any other Person, and such other Person shall thereuponbecome vested with all the benefits in respect thereof granted to Banks herein or otherwise. Uponthe indefeasible payment in full of all Secured Obligations, the security interest granted herebyshall terminate and all rights to the Pledged Collateral shall revert to Pledgor. Upon any suchtermination Secured Party will, at Pledgor’s .expense, execute and deliver to Pledgor suchdocuments as Pledgor shall reasonably request to evidence such termination and Pledgor shall beentitled to the return, upon its request and at its expense, against receipt and without recourseto Secured Party, of such of the Pledged Collateral as shall not have been sold or otherwiseapplied pursuant to the terms hereof.
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     SECTION 14. SECURED PARTY AS AGENT.          (a) Secured Party has been appointed to act as Secured Party hereunder by Banks. Secured Partyshall be obligated, and shall have the right hereunder, to make demands, to give notices, toexercise or refrain from exercising any rights, and to take or refrain from taking any action(including, without limitation, the release or substitution of Pledged Collateral), solely inaccordance with this Agreement.          (b) Secured Party shall have the right to resign its duties hereunder by giving Pledgor andthe Banks fifteen (15) days written notice. Upon notice of any Secured Party’s resignation, theBanks shall appoint a successor to the Secured Party who shall be a commercial bank or trustcompany reasonably acceptable to Pledgor. If no successor is appointed by the Banks and foundacceptable to Pledgor by the twentieth (20th) business day after the date of such notice ofresignation, the Secured Party’s resignation shall become effective and the Banks shall thereafterperform all the duties of the Secured Party hereunder until such time, if any, as the Banks appointa successor to the Secured Party as provided above and provided further that Banks’ collectiveexpenses, costs and fees payable by Pledgor while acting as Secured Party hereunder may notmaterially exceed those of the initial Secured Party. Upon the acceptance of any appointmentSecured Party hereunder, a successor Secured Party shall thereupon succeed to and become vestedwith all the rights, powers, privileges and duties of the retiring Secured Party under thisAgreement, and the retiring Secured Party under this Agreement shall promptly (i) transfer to suchsuccessor Secured Party all sums, securities and other items of Collateral held hereunder, togetherwith all records and other documents necessary or appropriate in connection with the performance ofthe duties of the successor Secured Party under this Agreement, and (ii) execute and deliver tosuch successor Secured Party such amendments to financing statements, and take such other actions,as may be necessary or appropriate in connection with the assignment to such successor SecuredParty of the security interests created hereunder, whereupon such retiring Secured Party shall bedischarged from its duties and obligations under this Agreement. After any retiring Secured Party’sresignation hereunder as Secured Party, the provisions of this Agreement shall inure to its benefitas to any actions taken or omitted to be taken by it under this Agreement while it was SecuredParty hereunder.     SECTION 15. AMENDMENTS. No amendment or waiver of any provision of this Agreement, or consentto any departure by Pledgor herefrom, shall in any event be effective unless the same shall be inwriting and signed by Secured Party, and then such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which it was given.     SECTION 16. NOTICES. Any notice or other communication herein required or permitted to begiven shall be in writing and may be personally served, telexed or sent by telefacsimile or UnitedStates mail or courier service and shall be deemed to have been given when delivered in person orby courier service, upon receipt of telefacsimile or telex, or three Business Days after depositingit in the United States mail with postage prepaid and properly addressed. For the purposes hereof,the address of each party hereto shall be as set forth under such party’s name on the signaturepages hereof or, as to either party, such other address as shall be designated by such party in awritten notice delivered to the other party hereto.
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     SECTION 17. FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure or delay on thepart of Secured Party in the exercise of any power, right or privilege hereunder shall impair suchpower, right or privilege or be construed to be a waiver of any default or acquiescence therein,nor shall any single or partial exercise of any such power, right or privilege preclude any otheror further exercise thereof or of any other power, right or privilege. All rights and remediesexisting under this Agreement are cumulative to, and not exclusive of, any rights or remediesotherwise available.     SECTION 18. SEVERABILITY. In case any provision in or obligation under this Agreement shallbe invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceabilityof the remaining provisions or obligations, or of such provision or obligation in any otherjurisdiction, shall not in any way be affected or impaired thereby.     SECTION 19. HEADINGS. Section and subsection headings in this Agreement are included hereinfor convenience of reference only and shall not constitute a part of this Agreement for any otherpurpose or be given any substantive effect.     SECTION 20. GOVERNING LAW; TERMS. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUEDAND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TOCONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE CODE PROVIDES THAT THE VALIDITY ORPERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULARPLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TENNESSEE.Unless otherwise defined herein, terms used in Articles 8 and 9 of the Uniform Commercial Code inthe State of Tennessee are used herein as therein defined.     SECTION 21. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL PROCEEDINGS BROUGHTAGAINST PLEDGOR ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT IN AN APPROPRIATEFORUM IN NASHVILLE, DAVIDSON COUNTY, TENNESSEE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENTPLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY,THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENSAND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THISAGREEMENT. Pledgor hereby agrees that service of all process in any such proceeding in any suchcourt may be made by registered or certified mail, return receipt requested, to Pledgor at itsaddress provided in Section 16, and Pledgor hereby acknowledges that such service shall beeffective and binding in every respect. Nothing herein shall affect the right to serve process inany other manner permitted by law.     SECTION 22. WAIVER OF JURY TRIAL. PLEDGOR AND SECURED PARTY HEREBY AGREE TO WAIVE THEIRRESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THISAGREEMENT. The scope of this waiver is intended to be all-encompassing of any and all
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disputes that may be filed in any court and that relate to the subject matter of thistransaction, including without limitation contract claims, tort claims, breach of duty claims, andall other common law and statutory claims. Pledgor and Secured Party each acknowledge that thiswaiver is a material inducement for Pledgor and Secured Party to enter into a businessrelationship, that Pledgor and Secured Party have already relied on this waiver in entering intothis Agreement and that each will continue to rely on this waiver in their related future dealings.Pledgor and Secured Party further warrant and represent that each has reviewed this waiver with itslegal counsel, and that each knowingly and voluntarily waives its jury trial rights followingconsultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIEDEITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may befiled as a written consent to a trial by the court.     SECTION 23. COUNTERPARTS. This Agreement may be executed in one or more counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument; signature pages may be detached from multiple separate counterparts and attachedto a single counterpart so that all signature pages are physically attached to the same document.[Remainder of page intentionally left blank]
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     IN WITNESS WHEREOF, Pledgor and Secured Party, have caused this Agreement to be duly executedand delivered by their respective officers thereunto duly authorized as of the date first writtenabove.      AMERICAN HOMEPATIENT, INC.,