ALL EXPENSES, INCLUDING
THE FEES AND EXPENSES OF ITS COUNSEL AND THE FEES AND EXPENSES OF ANY EXPERTS
AND AGENTS, WHICH THE SECURED PARTY MAY INCUR IN CONNECTION WITH (I) THE
COLLECTION OF THE SECURED OBLIGATIONS, (II) THE ENFORCEMENT AND ADMINISTRATION
OF THIS PLEDGE AGREEMENT, (III) THE CUSTODY OR PRESERVATION OF, OR THE SALE OF,
COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL, (IV) THE
EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE SECURED PARTY HEREUNDER OR
(V) THE FAILURE BY PLEDGOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
ALL AMOUNTS PAYABLE BY PLEDGOR UNDER THIS SECTION 3.4 SHALL BE DUE UPON DEMAND
AND SHALL BE PART OF THE SECURED OBLIGATIONS.
PLEDGOR'S OBLIGATIONS UNDER THIS
SECTION 3.4 SHALL SURVIVE THE TERMINATION OF THIS PLEDGE AGREEMENT AND THE
DISCHARGE OF PLEDGOR'S OTHER OBLIGATIONS HEREUNDER.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1
NOTICES.
ALL DEMANDS, NOTICES,
INSTRUCTIONS AND COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN RECEIVED.
ALL NOTICES OR COMMUNICATIONS
UNDER THIS PLEDGE AGREEMENT SHALL BE ADDRESSED AS FOLLOWS:
6
Notices to Secured Party:
Allstate Life Insurance Company
3100 Sanders Road
Northbrook, Illinois
60062
Attention:
Allstate Financial - Chief Financial Officer
Facsimile:
847-326-5052
Notices to Pledgor:
Kennett Capital, Inc.
42 Read's Way, Suite 124
New Castle Corporate Commons
New Castle, Delaware
19720-1642
Attention:
Executive Vice President
Facsimile:
302-324-5253
SECTION 4.2
TERMINATION; RELEASE.
WHEN ALL
THE SECURED OBLIGATIONS HAVE BEEN PAID IN FULL, THIS PLEDGE AGREEMENT SHALL
TERMINATE.
UPON TERMINATION OF THIS PLEDGE AGREEMENT, THE SECURED PARTY SHALL,
UPON THE REQUEST AND AT THE SOLE COST AND EXPENSE OF PLEDGOR, FORTHWITH ASSIGN,
TRANSFER AND DELIVER TO PLEDGOR, AGAINST RECEIPT AND WITHOUT RECOURSE TO OR
WARRANTY BY THE SECURED PARTY, SUCH OF THE COLLATERAL TO BE RELEASED (IN THE
CASE OF A RELEASE) AS MAY BE IN THE POSSESSION OF THE SECURED PARTY AND AS SHALL
NOT HAVE BEEN SOLD OR OTHERWISE APPLIED PURSUANT TO THE TERMS HEREOF, AND, WITH
RESPECT TO ANY OTHER COLLATERAL, PROPER INSTRUMENTS (INCLUDING UCC TERMINATION
STATEMENTS ON FORM UCC-3) ACKNOWLEDGING THE TERMINATION OF THIS PLEDGE AGREEMENT
OR THE RELEASE OF SUCH PLEDGED COLLATERAL, AS THE CASE MAY BE.
SECTION 4.3
CONTINUING SECURITY INTEREST;
ASSIGNMENT.
THIS PLEDGE AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST
IN THE COLLATERAL AND SHALL (I) BE BINDING UPON PLEDGOR, ITS SUCCESSORS AND
ASSIGNS AND (II) INURE, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE SECURED
PARTY HEREUNDER, TO THE BENEFIT OF THE SECURED PARTY AND EACH OF ITS SUCCESSORS,
TRANSFEREES AND ASSIGNS; NO OTHER PERSONS (INCLUDING, WITHOUT LIMITATION, ANY
OTHER CREDITOR OF PLEDGOR) SHALL HAVE ANY INTEREST HEREIN OR ANY RIGHT OR
BENEFIT WITH RESPECT HERETO.
SECTION 4.4
SEVERABILITY OF PROVISIONS.
IF
ANY ONE OR MORE OF THE COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS PLEDGE
AGREEMENT SHALL FOR ANY REASON WHATSOEVER BE HELD INVALID, THEN SUCH COVENANTS,
AGREEMENTS, PROVISIONS OR TERMS SHALL BE DEEMED SEVERABLE FROM THE REMAINING
COVENANTS, AGREEMENTS, PROVISIONS OR TERMS OF THIS PLEDGE AGREEMENT AND SHALL IN