REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,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 THE
PLEDGOR HEREUNDER SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE
PLEDGOR (INCLUDING ANY DEBTOR-IN-POSSESSION ON BEHALF OF THE 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.
THE PLEDGOR MAY NOT ASSIGN, SELL,
HYPOTHECATE OR OTHERWISE TRANSFER ANY INTEREST IN OR OBLIGATION UNDER THIS
PLEDGE AGREEMENT.
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 the 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
14
Agreement or consent to any departure by the 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 the
Pledgor in any case shall entitle the 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 ENTERED INTO BETWEEN THE PLEDGOR WITH RESPECT TO WHICH SUCH WAIVER,
AMENDMENT OR MODIFICATION RELATES AND THE ADMINISTRATIVE AGENT, WITH THE PRIOR
WRITTEN CONSENT OF THE REQUIRED LENDERS (EXCEPT AS OTHERWISE PROVIDED IN THE
CREDIT AGREEMENT).
20.
SEVERABILITY.
ANY PROVISION OF THIS PLEDGE AGREEMENT HELD TO BE ILLEGAL,
INVALID OR UNENFORCEABLE IN ANY JURISDICTION, SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH ILLEGALITY, INVALIDITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE LEGALITY, VALIDITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF OR THEREOF; AND THE ILLEGALITY, INVALIDITY OR