OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE SECURED 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OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN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 SECURED
OBLIGATIONS, WHETHER AS A "VOIDABLE PREFERENCE," "FRAUDULENT CONVEYANCE,"
"FRAUDULENT TRANSFER" 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RESCINDED, REDUCED, RESTORED OR RETURNED, THE SECURED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
18.
SUCCESSORS AND ASSIGNS.
THIS PLEDGE AGREEMENT AND ALL OBLIGATIONS OF EACH
PLEDGOR HEREUNDER SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF SUCH
PLEDGOR (INCLUDING ANY DEBTOR-IN-POSSESSION ON BEHALF OF SUCH PLEDGOR) AND
SHALL, TOGETHER WITH THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE SECURED PARTIES, HEREUNDER, INURE TO THE BENEFIT OF THE
ADMINISTRATIVE AGENT, THE OTHER SECURED PARTIES, ALL FUTURE HOLDERS OF ANY
INSTRUMENT EVIDENCING ANY OF THE SECURED OBLIGATIONS AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NO SALES OF PARTICIPATIONS, OTHER SALES, ASSIGNMENTS,
TRANSFERS OR OTHER DISPOSITIONS OF ANY AGREEMENT GOVERNING OR INSTRUMENT
EVIDENCING THE SECURED OBLIGATIONS OR ANY PORTION THEREOF OR INTEREST THEREIN
SHALL IN ANY MANNER AFFECT THE LIEN GRANTED TO THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE SECURED PARTIES, HEREUNDER.
NO PLEDGOR MAY ASSIGN, SELL,
HYPOTHECATE OR OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS
PLEDGE AGREEMENT.
14
19.
WAIVERS; AMENDMENT.
(a)
No failure or delay by any Secured Party of
any kind in exercising any power, right or remedy hereunder and no course of
dealing between any Pledgor on the one hand and the administrative Agent or the
holder of any Note on the other hand shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or remedy
hereunder or under any other Loan Document, or any abandonment or discontinuance
of steps to enforce such a power, right or remedy, preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.
The
rights and of the Secured Parties hereunder and of the Lenders 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 provision of this Pledge
Agreement or consent to any departure by any Pledgor therefrom shall in any
event be effective unless the same shall be permitted by subsection (b) below,
and then such waiver and consent shall be effective only in the specific
instance and for the purpose for which given.
No notice or demand on any
Pledgor in any case shall entitle such Pledgor to any other or further notice in
similar or other circumstances.
(B)
NEITHER THIS PLEDGE AGREEMENT NOR ANY
PROVISION HEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN
AGREEMENT