NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
SHALL BE RESPONSIBLE TO ANY PLEDGOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER,
EXCEPT FOR THEIR OWN GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH.
SECTION 9.
WAIVERS; AMENDMENT. (A)
NO FAILURE OR DELAY OF THE
COLLATERAL AGENT IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR
POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR
POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER. THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT HEREUNDER
AND OF THE OTHER SECURED PARTIES UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE
AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER OF ANY PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
CONSENT TO ANY DEPARTURE BY ANY PLEDGOR THEREFROM SHALL IN ANY EVENT BE
EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN
SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE PURPOSE FOR WHICH GIVEN. NO NOTICE TO OR DEMAND ON ANY PLEDGOR IN ANY CASE
SHALL ENTITLE SUCH PLEDGOR OR ANY OTHER PLEDGOR TO ANY OTHER OR FURTHER NOTICE
OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED,
AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT ENTERED INTO AMONG
THE BORROWER, THE COLLATERAL AGENT
7
AND THE PLEDGORS WITH RESPECT TO WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS
TO APPLY SUBJECT TO ANY CONSENTS REQUIRED IN ACCORDANCE WITH SECTION 9.08 OF THE
CREDIT AGREEMENT.
SECTION 10.
SECURITIES ACT, ETC. IN VIEW OF THE POSITION OF THE PLEDGORS
IN RELATION TO THE PLEDGED SECURITIES, OR BECAUSE OF OTHER CURRENT OR FUTURE
CIRCUMSTANCES, A QUESTION MAY ARISE UNDER THE SECURITIES ACT OF 1933, AS NOW OR
HEREAFTER IN EFFECT, OR ANY SIMILAR STATUTE HEREAFTER ENACTED ANALOGOUS IN
PURPOSE OR EFFECT (SUCH ACT AND ANY SUCH SIMILAR STATUTE AS FROM TIME TO TIME IN
EFFECT BEING CALLED THE "FEDERAL SECURITIES LAWS") OR EQUIVALENT LEGISLATION IN
ANY OTHER JURISDICTION WITH RESPECT TO ANY DISPOSITION OF THE PLEDGED SECURITIES
PERMITTED HEREUNDER. EACH PLEDGOR UNDERSTANDS THAT COMPLIANCE WITH THE FEDERAL
SECURITIES LAWS OR EQUIVALENT LEGISLATION IN ANY OTHER JURISDICTION MIGHT VERY
STRICTLY LIMIT THE COURSE OF CONDUCT OF THE COLLATERAL AGENT IF THE COLLATERAL
AGENT WAS TO ATTEMPT TO DISPOSE OF ALL OR ANY PART OF THE PLEDGED SECURITIES,
AND MIGHT ALSO LIMIT THE EXTENT TO WHICH OR THE MANNER IN WHICH ANY SUBSEQUENT
TRANSFEREE OF ANY PLEDGED SECURITIES COULD DISPOSE OF THE SAME. SIMILARLY, THERE
MAY BE OTHER LEGAL RESTRICTIONS OR LIMITATIONS AFFECTING THE COLLATERAL AGENT IN
ANY ATTEMPT TO DISPOSE OF ALL OR PART OF THE PLEDGED SECURITIES UNDER APPLICABLE
BLUE SKY OR OTHER STATE SECURITIES LAWS OR SIMILAR LAWS ANALOGOUS IN PURPOSE OR
EFFECT. EACH PLEDGOR RECOGNIZES THAT IN LIGHT