BE ENTITLED TO THE BENEFITS OF THIS AGREEMENT.
11.
TERMINATION.
IMMEDIATELY FOLLOWING THE
TERMINATION DATE, AGENT SHALL DELIVER TO PLEDGOR THE PLEDGED COLLATERAL PLEDGED
BY PLEDGOR AT THE TIME SUBJECT TO THIS AGREEMENT AND ALL INSTRUMENTS OF
ASSIGNMENT EXECUTED IN CONNECTION THEREWITH, FREE AND CLEAR OF THE LIENS HEREOF
AND, EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL OF PLEDGOR'S OBLIGATIONS HEREUNDER
SHALL AT SUCH TIME TERMINATE.
12.
LIEN ABSOLUTE.
ALL RIGHTS OF AGENT
HEREUNDER, AND ALL OBLIGATIONS OF PLEDGOR HEREUNDER, SHALL BE ABSOLUTE AND
UNCONDITIONAL IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT GOVERNING OR EVIDENCING
ANY SECURED OBLIGATIONS;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY PART OF THE SECURED OBLIGATIONS, OR ANY OTHER
AMENDMENT OR WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM THE CREDIT
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT
GOVERNING OR EVIDENCING ANY SECURED OBLIGATIONS;
(C)
ANY EXCHANGE, RELEASE OR NON-PERFECTION OF ANY OTHER COLLATERAL, OR
ANY RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE FROM ANY GUARANTY,
FOR ALL OR ANY OF THE SECURED OBLIGATIONS;
(D)
THE INSOLVENCY OF ANY CREDIT PARTY; OR
(E)
ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A DISCHARGE OF, PLEDGOR.
13.
RELEASE.
PLEDGOR CONSENTS AND AGREES THAT
AGENT MAY AT ANY TIME, OR FROM TIME TO TIME, IN ITS DISCRETION:
10
(A)
RENEW, EXTEND OR CHANGE THE TIME OF PAYMENT, AND/OR THE MANNER,
PLACE OR TERMS OF PAYMENT OF ALL OR ANY PART OF THE SECURED OBLIGATIONS; AND
(B)
EXCHANGE, RELEASE AND/OR SURRENDER ALL OR ANY OF THE COLLATERAL
(INCLUDING THE PLEDGED COLLATERAL), OR ANY PART THEREOF, BY WHOMSOEVER
DEPOSITED, WHICH IS NOW OR MAY HEREAFTER BE HELD BY AGENT IN CONNECTION WITH ALL
OR ANY OF THE SECURED OBLIGATIONS; ALL IN SUCH MANNER AND UPON SUCH TERMS AS
AGENT MAY DEEM PROPER, AND WITHOUT NOTICE TO OR FURTHER ASSENT FROM PLEDGOR, IT
BEING HEREBY AGREED THAT PLEDGOR SHALL BE AND REMAIN BOUND UPON THIS AGREEMENT,
IRRESPECTIVE OF THE VALUE OR CONDITION OF ANY OF THE COLLATERAL, AND
NOTWITHSTANDING ANY SUCH CHANGE, EXCHANGE, SETTLEMENT, COMPROMISE, SURRENDER,
RELEASE, RENEWAL OR EXTENSION, AND NOTWITHSTANDING ALSO THAT THE SECURED
OBLIGATIONS MAY, AT ANY TIME, EXCEED THE AGGREGATE PRINCIPAL AMOUNT THEREOF SET
FORTH IN THE CREDIT AGREEMENT, OR ANY OTHER AGREEMENT GOVERNING ANY SECURED
OBLIGATIONS.
PLEDGOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS AGREEMENT, AND
ALSO PRESENTMENT, DEMAND, PROTEST AND NOTICE OF DISHONOR OF ANY AND ALL OF THE
SECURED OBLIGATIONS, AND PROMPTNESS IN COMMENCING SUIT AGAINST ANY PARTY HERETO
OR LIABLE HEREON, AND IN GIVING ANY NOTICE TO OR OF MAKING ANY CLAIM OR DEMAND
HEREUNDER UPON PLEDGOR.
NO ACT OR OMISSION OF ANY KIND ON AGENT'S PART SHALL IN
ANY EVENT AFFECT OR IMPAIR THIS AGREEMENT.
14.
REINSTATEMENT.
THIS AGREEMENT SHALL REMAIN
IN FULL FORCE AND EFFECT AND CONTINUE TO BE