any transaction in this Agreement elsewhere not permitted and provided further
that no Pledgor may assign, transfer or delegate any of its right or obligations
hereunder without the prior written consent of all of the Secured Parties (and
any attempted such assignment, transfer or delegation without such consent shall
be null and void).
PLEDGEE AND OTHER SECURED PARTIES NOT BOUND.
NOTHING HEREIN SHALL BE CONSTRUED TO MAKE THE PLEDGEE OR ANY OTHER SECURED PARTY
LIABLE AS A GENERAL OR LIMITED PARTNER OF ANY PLEDGOR OR MEMBER OF ANY PLEDGOR
BY VIRTUE OF THIS AGREEMENT OR OTHERWISE.
THE PLEDGEE, BY ACCEPTING THIS AGREEMENT, DOES NOT INTEND, AND NONE OF THE OTHER
SECURED PARTIES, BY VIRTUE OF THIS AGREEMENT, INTENDS, TO BECOME A PARTNER OF
THE PLEDGORS OR ANY PLEDGOR OR OTHERWISE BE DEEMED TO BE A CO-VENTURER WITH
RESPECT TO THE PLEDGORS OR ANY PLEDGOR EITHER BEFORE OR AFTER AN EVENT OF
DEFAULT SHALL HAVE OCCURRED.
THE PLEDGEE SHALL HAVE ONLY THOSE POWERS SET FORTH
HEREIN AND THE PLEDGEE AND THE OTHER SECURED PARTIES SHALL ASSUME NONE OF THE
DUTIES, OBLIGATIONS OR LIABILITIES OF THE PLEDGORS OR ANY PLEDGOR UNLESS THE
PLEDGEE OR ANY OTHER SECURED PARTY SHALL BECOME THE ABSOLUTE OWNER OF A PLEDGED
INTEREST PURSUANT HERETO.
THE PLEDGEE AND THE OTHER SECURED PARTIES SHALL NOT BE OBLIGATED TO PERFORM OR
DISCHARGE ANY OBLIGATION OF THE PLEDGORS OR ANY PLEDGOR AS A RESULT OF PLEDGE OF
THE COLLATERAL.
THE ACCEPTANCE BY THE PLEDGEE OF THIS AGREEMENT WITH ALL THE RIGHTS, POWERS,
PRIVILEGES AND AUTHORITY SO CREATED, SHALL NOT AT ANY TIME OR IN ANY EVENT
OBLIGATE THE PLEDGEE OR ANY OTHER SECURED PARTY TO APPEAR IN OR DEFEND ANY
ACTION OR PROCEEDING RELATING TO THE COLLATERAL, OR TO TAKE ANY ACTION HEREUNDER
OR THEREUNDER OR TO EXPEND ANY MONEY OR INCUR ANY EXPENSES OR PERFORM OR
DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY UNDER THE COLLATERAL UNLESS THE
PLEDGEE OR SUCH OTHER SECURED PARTY SHALL BECOME THE ABSOLUTE OWNER PURSUANT
HERETO.
ACTS OF THE PLEDGEE.
ALL COLLATERAL AT ANY TIME DELIVERED TO THE PLEDGEE
PURSUANT HERETO SHALL BE HELD BY THE PLEDGEE SUBJECT TO THE TERMS, COVENANTS AND
CONDITIONS HEREIN SET FORTH.
NEITHER THE PLEDGEE, NOR ANY OF ITS DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES OR COUNSEL SHALL BE LIABLE FOR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY SUCH PARTY OR PARTIES RELATIVE TO ANY OF THE COLLATERAL,
EXCEPT FOR SUCH PARTY'S OR PARTIES' OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OR BREACH OF THIS AGREEMENT.
THE PLEDGEE SHALL BE ENTITLED TO RELY IN GOOD
FAITH UPON ANY WRITING OR OTHER DOCUMENT, TELEGRAM OR TELEPHONE CONVERSATION
REASONABLY BELIEVED BY IT TO BE GENUINE AND CORRECT AND TO HAVE BEEN SIGNED,
SENT OR MADE BY THE PROPER PERSON OR PERSONS, AND, WITH RESPECT TO ANY LEGAL
MATTER, THE PLEDGEE MAY RELY IN ACTING OR IN REFRAINING FROM ACTING UPON THE
ADVICE OF COUNSEL SELECTED BY IT CONCERNING ALL
D-17
matters hereunder.
The Pledgors hereby agree to indemnify and hold harmless the
Pledgee,