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, 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 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 BECOME
INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A
RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF SUCH
PLEDGOR'S OR A PLEDGED ENTITY'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND
12
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applicable law, rescinded or reduced in amount, or must otherwise be restored or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", 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thereof, is rescinded, reduced, restored or returned, the Secured Obligations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rescinded, reduced, restored or returned.
15.
MISCELLANEOUS.
(A)
AGENT MAY EXECUTE ANY OF ITS DUTIES
HEREUNDER BY OR THROUGH AGENTS OR EMPLOYEES AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL CONCERNING ALL MATTERS PERTAINING TO ITS DUTIES HEREUNDER.
(B)
EACH OF THE PLEDGORS AGREES TO PROMPTLY
REIMBURSE AGENT FOR ACTUAL OUT-OF-POCKET EXPENSES, INCLUDING, WITHOUT
LIMITATION, REASONABLE COUNSEL FEES, INCURRED BY AGENT IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT.
(C)
NEITHER AGENT, NOR ANY OF ITS RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR COUNSEL SHALL BE LIABLE FOR ANY ACTION
LAWFULLY TAKEN OR OMITTED TO BE TAKEN BY IT OR THEM HEREUNDER OR IN CONNECTION
HEREWITH, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.
(D)
THIS AGREEMENT SHALL BE BINDING UPON EACH OF
THE PLEDGORS AND ITS SUCCESSORS AND ASSIGNS (INCLUDING A DEBTOR-IN-POSSESSION ON
BEHALF OF ANY PLEDGOR), AND SHALL INURE TO THE BENEFIT OF, AND