ANY OTHER RIGHTS PERTAINING TO ANY PLEDGED COLLATERAL.
THE ADMINISTRATIVE
AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND
PRESERVATION OF ANY PLEDGED COLLATERAL IN ITS POSSESSION IF SUCH PLEDGED
COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH THE
ADMINISTRATIVE AGENT ACCORDS ITS OWN PROPERTY.
16.
SECURITY INTEREST ABSOLUTE.
ALL RIGHTS OF THE ADMINISTRATIVE AGENT AND
SECURITY INTERESTS HEREUNDER, AND ALL OBLIGATIONS OF EACH PLEDGOR HEREUNDER, TO
THE EXTENT PERMITTED BY LAW, SHALL BE ABSOLUTE AND UNCONDITIONAL IRRESPECTIVE
OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE LOAN DOCUMENTS;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE SECURED OBLIGATIONS, OR ANY OTHER AMENDMENT OR
WAIVER OF OR ANY CONSENT TO ANY DEPARTURE FROM THE LOAN DOCUMENTS INCLUDING,
WITHOUT LIMITATION, ANY INCREASE IN THE SECURED OBLIGATIONS RESULTING FROM THE
EXTENSION OF ADDITIONAL CREDIT TO ANY PLEDGOR OR ANY OF ITS SUBSIDIARIES OR
OTHERWISE;
(C)
ANY TAKING, EXCHANGE, RELEASE OR NON-PERFECTION OF ANY OTHER
COLLATERAL, OR ANY TAKING, RELEASE OR AMENDMENT OR WAIVER OF OR CONSENT TO
DEPARTURE FROM ANY GUARANTY, FOR ALL OR ANY OF THE SECURED OBLIGATIONS;
(D)
ANY MANNER OF APPLICATION OF COLLATERAL, OR PROCEEDS THEREOF, TO
ALL OR ANY OF THE SECURED OBLIGATIONS, OR ANY MANNER OF SALE OR OTHER
DISPOSITION OF ANY COLLATERAL FOR ALL OR ANY PART OF THE SECURED OBLIGATIONS OR
ANY OTHER ASSETS OF ANY PLEDGOR OR ANY OF ITS SUBSIDIARIES;
(E)
ANY CHANGE, RESTRUCTURING OR TERMINATION OF THE CORPORATE
STRUCTURE OR EXISTENCE OF ANY PLEDGOR OR ANY OF ITS SUBSIDIARIES; OR
(F)
ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A DISCHARGE OF, ANY PLEDGOR OR A THIRD PARTY PLEDGOR.
14
17.
REINSTATEMENT.
THIS PLEDGE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT
AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST ANY
PLEDGOR FOR LIQUIDATION OR REORGANIZATION, SHOULD ANY PLEDGOR BECOME INSOLVENT
OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF ANY CREDITOR OR CREDITORS OR SHOULD A
RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF ANY
PLEDGOR'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE 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OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN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