INCLUDING THE REASONABLE
FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS OR AGENTS WHICH THE AGENT OR
ANY LENDER MAY INCUR IN CONNECTION WITH (I) THE SALE OF, COLLECTION FROM, OR
OTHER REALIZATION UPON, ANY OF THE COLLATERAL, OR (II) DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE
AGENT HEREUNDER.
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER OR THEREUNDER
SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY
DOCUMENTS.
17.
TERMINATION.
UPON THE PAYMENT IN FULL OF
THE OBLIGATIONS, IN IMMEDIATELY AVAILABLE FUNDS, INCLUDING, WITHOUT LIMITATION,
ALL UNREIMBURSED COSTS AND EXPENSES OF THE AGENT AND OF EACH LENDER FOR WHICH
BORROWER IS RESPONSIBLE, THE AGENT SHALL RELEASE THE COLLATERAL GRANTED TO THE
AGENT AS PROVIDED FOR HEREIN.
HOWEVER, SUCH RELEASE BY THE AGENT SHALL NOT BE
DEEMED TO TERMINATE OR RELEASE BORROWER FROM ANY OBLIGATION OR LIABILITY UNDER
THIS PLEDGE AGREEMENT WHICH SPECIFICALLY BY ITS TERMS SURVIVES THE PAYMENT IN
FULL OF THE OBLIGATIONS.
18.
SEVERABILITY.
ANY PROVISION OF THIS PLEDGE
AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT
11
OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING
PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
19.
PARAGRAPH HEADINGS.
THE PARAGRAPH HEADINGS
USED IN THIS PLEDGE AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
TO AFFECT THE CONSTRUCTION, OR BE TAKEN INTO CONSIDERATION IN INTERPRETING, THIS
PLEDGE AGREEMENT.
20.
NO WAIVER; CUMULATIVE REMEDIES.
AGENT SHALL
NOT BY ANY ACT DELAY, INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED
ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE ACQUIESCED IN ANY DEFAULT OR IN ANY
BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR
ANY DELAY IN EXERCISING, ON THE PART OF AGENT, ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A
WAIVER BY AGENT OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT
BE CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY WHICH AGENT WOULD OTHERWISE HAVE ON
ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE,
MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES PROVIDED BY LAW.
21.
WAIVERS AND AMENDMENTS; SUCCESSORS AND
ASSIGNS; GOVERNING LAW; VENUE.
NONE OF THE TERMS OR PROVISIONS OF THIS PLEDGE
AGREEMENT MAY BE WAIVED, AMENDED, OR OTHERWISE MODIFIED EXCEPT BY A WRITTEN
INSTRUMENT EXECUTED BY THE PARTY AGAINST WHICH ENFORCEMENT OF SUCH WAIVER,
AMENDMENT, OR MODIFICATION IS SOUGHT.
THIS PLEDGE AGREEMENT SHALL BE BINDING
UPON BORROWER, AGENT AND THE LENDERS, AND THE SUCCESSORS AND ASSIGNS OF EACH,
AND SHALL INURE TO THE BENEFIT OF AGENT AND