TIME TERMINATE.
12.
LIEN ABSOLUTE. ALL RIGHTS OF AGENT HEREUNDER, AND ALL OBLIGATIONS
OF PLEDGORS 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
10
(E)
ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A DISCHARGE OF, PLEDGORS.
13.
RELEASE. EACH OF THE PLEDGORS CONSENTS AND AGREES THAT AGENT MAY
AT ANY TIME, OR FROM TIME TO TIME, IN ITS DISCRETION:
(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 ANY OF THE
PLEDGORS, IT BEING HEREBY AGREED THAT EACH OF THE PLEDGORS 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. EACH OF THE PLEDGORS 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, EXCEPT AS EXPRESSLY
REQUIRED BY THE CREDIT AGREEMENT, 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 ANY 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 EFFECTIVE SHOULD, SUBSEQUENT TO THE EXECUTION HEREOF,
ANY PETITION BE FILED BY OR AGAINST EACH OF THE PLEDGORS OR ANY PLEDGED ENTITY
FOR LIQUIDATION OR REORGANIZATION, SHOULD ANY OF THE PLEDGORS OR ANY PLEDGED
ENTITY MAKE AN ASSIGNMENT FOR THE BENEFIT OF