PREFERENCE,
FRAUDULENT CONVEYANCE OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR
LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; PROVIDED THAT IN THE EVENT
PAYMENT OF ALL OR ANY PART OF THE PLEDGOR OBLIGATIONS IS RESCINDED OR MUST BE
RESTORED OR RETURNED, ALL REASONABLE COSTS AND EXPENSES (INCLUDING WITHOUT
LIMITATION ANY REASONABLE LEGAL FEES AND DISBURSEMENTS) INCURRED BY THE
ADMINISTRATIVE AGENT ON BEHALF OF THE SECURED PARTIES IN DEFENDING AND ENFORCING
SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS A PART OF THE PLEDGOR
OBLIGATIONS IN THE MANNER PROVIDED IN CREDIT AGREEMENT.
15.
JOINDER.
THE PRINCIPAL BORROWER WILL CAUSE EACH OF ITS
SUBSIDIARIES WHICH HEREAFTER HOLDS EQUITY INTERESTS OF A SUBSIDIARY WHICH OWNS A
BORROWING BASE PROPERTY TO BECOME A PARTY TO THIS PLEDGE AGREEMENT AND EXECUTE A
JOINDER AGREEMENT IN THE FORM OF EXHIBIT A.
16.
AMENDMENTS; WAIVERS; MODIFICATIONS.
THIS PLEDGE AGREEMENT AND THE
PROVISIONS HEREOF MAY NOT BE AMENDED, WAIVED, MODIFIED, CHANGED, DISCHARGED OR
TERMINATED EXCEPT AS SET FORTH IN SECTION 10.01 OF THE CREDIT AGREEMENT.
17.
SUCCESSORS IN INTEREST.
THIS PLEDGE AGREEMENT SHALL CREATE A
CONTINUING SECURITY INTEREST IN THE PLEDGED COLLATERAL AND SHALL BE BINDING UPON
EACH PLEDGOR, ITS SUCCESSORS AND ASSIGNS AND SHALL INURE, TOGETHER WITH THE
RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT (ON BEHALF OF THE SECURED
PARTIES) HEREUNDER, TO THE BENEFIT OF THE SECURED PARTIES AND THEIR SUCCESSORS
AND PERMITTED ASSIGNS; PROVIDED, HOWEVER, THAT NONE OF THE PLEDGORS MAY ASSIGN
ITS RIGHTS OR DELEGATE ITS DUTIES HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH LENDER OR THE REQUIRED LENDERS, AS REQUIRED BY THE CREDIT AGREEMENT.
TO
THE FULLEST EXTENT PERMITTED BY LAW, EACH PLEDGOR HEREBY RELEASES THE
ADMINISTRATIVE AGENT AND EACH THE SECURED PARTIES, AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, FROM ANY LIABILITY FOR ANY ACT OR OMISSION RELATING TO
THIS PLEDGE AGREEMENT OR THE PLEDGED COLLATERAL, EXCEPT FOR ANY LIABILITY
ARISING FROM THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH IN BAD FAITH OF
ITS OBLIGATIONS UNDER THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OF THE
ADMINISTRATIVE AGENT, OR SUCH LENDER, OR ITS OFFICERS, EMPLOYEES OR AGENTS.
18.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
PLEDGE AGREEMENT SHALL BE IN CONFORMANCE WITH SECTION 10.02 OF THE CREDIT
AGREEMENT.
19.
COUNTERPARTS.
THIS PLEDGE AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH WHERE SO EXECUTED AND DELIVERED SHALL BE AN
ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
IT
SHALL NOT BE NECESSARY IN MAKING PROOF OF THIS PLEDGE AGREEMENT TO PRODUCE OR
ACCOUNT FOR MORE THAN ONE SUCH COUNTERPART.
20.
HEADINGS.
THE HEADINGS OF THE SECTIONS AND SUBSECTIONS HEREOF ARE
PROVIDED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT THE MEANING,
CONSTRUCTION OR INTERPRETATION OF ANY PROVISION OF THIS PLEDGE AGREEMENT.
21.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.
(A)
THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS