(B)
EXCHANGE, RELEASE AND/OR SURRENDER ALL OR ANY OF THE COLLATERAL
(INCLUDING THE PLEDGED COLLATERAL), OR ANY PART THEREOF, BY WHOMSOEVER
DEPOSITED, WHICH IS NOW OR MAY HEREAFTER BE HELD BY LENDER IN CONNECTION WITH
ALL OR ANY OF THE OBLIGATIONS; ALL IN SUCH MANNER AND UPON SUCH TERMS AS LENDER
MAY DEEM PROPER, AND WITHOUT NOTICE TO OR FURTHER ASSENT FROM PLEDGOR, IT BEING
HEREBY AGREED THAT PLEDGOR SHALL BE AND REMAIN BOUND UPON THIS AGREEMENT,
IRRESPECTIVE OF THE VALUE OR CONDITION OF ANY OF THE COLLATERAL, AND
NOTWITHSTANDING ANY SUCH CHANGE, EXCHANGE, SETTLEMENT, COMPROMISE, SURRENDER,
RELEASE, RENEWAL OR EXTENSION, AND NOTWITHSTANDING ALSO THAT THE OBLIGATIONS
MAY, AT ANY TIME, EXCEED THE AGGREGATE PRINCIPAL AMOUNT THEREOF SET FORTH IN THE
LOAN AGREEMENT, OR ANY OTHER AGREEMENT GOVERNING ANY OBLIGATIONS.
PLEDGOR
HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS AGREEMENT, AND ALSO PRESENTMENT,
DEMAND, PROTEST AND NOTICE OF DISHONOR OF ANY AND ALL OF THE OBLIGATIONS, AND
PROMPTNESS IN COMMENCING SUIT AGAINST ANY PARTY HERETO OR LIABLE HEREON, AND IN
GIVING ANY NOTICE TO OR OF MAKING ANY CLAIM OR DEMAND HEREUNDER UPON PLEDGOR.
NO ACT OR OMISSION OF ANY KIND ON LENDER'S PART SHALL IN ANY EVENT AFFECT OR
IMPAIR THIS AGREEMENT.
14.
REINSTATEMENT.
THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST
PLEDGOR OR ANY PLEDGED ENTITY FOR LIQUIDATION OR REORGANIZATION, SHOULD PLEDGOR
OR ANY PLEDGED ENTITY BECOME INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS OR SHOULD A RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY
SIGNIFICANT PART OF PLEDGOR'S OR A PLEDGED ENTITY'S ASSETS, AND SHALL CONTINUE
TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE
LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED
BY ANY OBLIGEE OF THE OBLIGATIONS, WHETHER AS A "VOIDABLE PREFERENCE",
"FRAUDULENT CONVEYANCE", OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE
HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS
RESCINDED, REDUCED, RESTORED OR RETURNED, THE OBLIGATIONS SHALL BE REINSTATED
AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED,
RESTORED OR RETURNED.
15.
MISCELLANEOUS.
(A)
LENDER MAY EXECUTE ANY OF ITS DUTIES HEREUNDER BY OR THROUGH
AGENTS OR EMPLOYEES
10
AND SHALL BE ENTITLED TO ADVICE OF COUNSEL CONCERNING ALL MATTERS PERTAINING TO
ITS DUTIES HEREUNDER.
(B)
PLEDGOR AGREES TO PROMPTLY REIMBURSE LENDER FOR ACTUAL OUT OF
POCKET EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL FEES,
INCURRED BY LENDER IN CONNECTION WITH THE ADMINISTRATION AND ENFORCEMENT OF THIS
AGREEMENT.
(C)
NEITHER LENDER, NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR COUNSEL SHALL BE LIABLE FOR ANY ACTION LAWFULLY TAKEN OR
OMITTED TO BE TAKEN BY IT OR THEM HEREUNDER OR IN CONNECTION HEREWITH, EXCEPT
FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY
DETERMINED BY A