OBLIGATIONS OF
THE PLEDGOR UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 15.
WAIVERS AND AMENDMENTS; REMEDIES.
THIS AGREEMENT CAN BE
WAIVED, MODIFIED, AMENDED, TERMINATED OR DISCHARGED, AND THE SECURITY INTEREST
CAN BE RELEASED, ONLY EXPLICITLY IN A WRITING SIGNED BY THE SECURED PARTY (AND,
IN THE CASE OF A MODIFICATION OR AMENDMENT, BY THE PLEDGOR).
A WAIVER SO SIGNED
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE
GIVEN.
MERE DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE THE EXERCISE OR
ENFORCEMENT OF ANY RIGHTS AND REMEDIES AVAILABLE TO THE SECURED PARTY.
ALL
RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY BE
EXERCISED SINGLY IN ANY ORDER OR SEQUENCE, OR CONCURRENTLY, AT THE SECURED
PARTY'S OPTION, AND THE EXERCISE OR ENFORCEMENT OF ANY SUCH RIGHT OR REMEDY
SHALL NEITHER BE A CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY
OTHER.
SECTION 16.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION TO ANY PARTY IN
CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE SENT BY MANUAL
DELIVERY, FACSIMILE TRANSMISSION, OVERNIGHT COURIER OR UNITED STATES MAIL
(POSTAGE PREPAID) ADDRESSED TO SUCH PARTY AT THE ADDRESS SPECIFIED ON THE
SIGNATURE PAGE HEREOF, OR AT SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE
SPECIFIED TO THE OTHER PARTY HERETO IN WRITING.
ALL PERIODS OF NOTICE SHALL BE
MEASURED FROM THE DATE OF DELIVERY THEREOF IF MANUALLY DELIVERED, FROM THE DATE
OF SENDING THEREOF IF SENT BY FACSIMILE TRANSMISSION, FROM THE FIRST BUSINESS
DAY AFTER THE DATE OF SENDING IF SENT BY OVERNIGHT COURIER, OR FROM FOUR DAYS
AFTER THE DATE OF MAILING IF MAILED.
8
SECTION 17.
PLEDGOR ACKNOWLEDGEMENTS.
THE PLEDGOR HEREBY ACKNOWLEDGES
THAT (A) THE PLEDGOR HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION, EXECUTION
AND DELIVERY OF THIS AGREEMENT, (B) THE SECURED PARTY HAS NO FIDUCIARY
RELATIONSHIP TO THE PLEDGOR, THE RELATIONSHIP BEING SOLELY THAT OF DEBTOR AND
CREDITOR, AND (C) NO JOINT VENTURE EXISTS BETWEEN THE PLEDGOR OR THE SECURED
PARTY.
SECTION 18.
CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER CREDIT
AGREEMENT.
THIS AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE
COLLATERAL AND SHALL (A) REMAIN IN FULL FORCE AND EFFECT UNTIL THE PAYMENT IN
FULL OF THE OBLIGATIONS AND THE EXPIRATION OF THE OBLIGATION, IF ANY, OF THE
SECURED PARTY AND THE LENDERS TO EXTEND CREDIT AND CERTAIN OTHER ACCOMMODATIONS
TO THE LOAN PARTIES UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT, (B) BE
BINDING UPON THE PLEDGOR, ITS SUCCESSORS AND ASSIGNS, AND (C) INURE, TOGETHER
WITH THE RIGHTS AND REMEDIES OF THE SECURED PARTY HEREUNDER, TO THE BENEFIT OF,
AND BE ENFORCEABLE BY, THE SECURED PARTY, THE LENDERS AND THEIR SUCCESSORS,
TRANSFEREES AND ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING
CLAUSE (C), THE SECURED PARTY MAY ASSIGN OR OTHERWISE TRANSFER ALL OR ANY
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE CREDIT AGREEMENT TO ANY OTHER
PERSON TO THE EXTENT AND IN THE MANNER PROVIDED IN THE CREDIT AGREEMENT, AND MAY
SIMILARLY TRANSFER ALL